As filed the Securities and Exchange Commission on June 18, 2026.

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

Commission File No.:

Gix Internet Ltd.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

Amir Nardimon

2 Jabotinsky St, Atrium Tower, 18th floor

Ramat Gan, Israel 5252903

Tel: +972-9-774-1505

Fax: +972-9-774-1534

(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 ordinary shares as of June 18, 2026: 2,492,351 ordinary 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. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We were incorporated under the laws of the State of Israel on July 24, 1978. Our ordinary shares are listed on the Tel Aviv Stock Exchange, or TASE, under the symbol “GIX”. We are filing this registration statement in anticipation of the listing of our ordinary shares on the Nasdaq Capital Market.

Unless the context otherwise requires, references in this registration statement to the “Company,” “Gix,” “we,” “us,” “our” and other similar designations refer to Gix Internet Ltd and reference to “Quantum X Labs,” “Quantum” and “QXL” refer to Quantum X Labs Inc. (formerly known as Viewbix Inc.).

Financial Statements

Our financial statements were prepared in accordance with generally accepted accounting principles in the United States, or US GAAP. Our reporting currency and functional currency is the U.S. dollar. In this Registration Statement, the terms “shekel,” “Israeli shekel” and “NIS” refer to New Israeli Shekels, the lawful currency of the State of Israel, and the terms “dollar,” “U.S. dollar” or “$” refer to United States dollars, the lawful currency of the United States of America. Unless otherwise indicated, or the context otherwise requires, references in this registration statement to financial and operational data for a particular year refer to the fiscal year of our Company ended December 31 of that year. Unless derived from our financial statements or otherwise indicated, U.S. dollar translations of NIS amounts presented in this registration statement are translated using the rate of NIS 3.19 to US$1.00, the exchange rate reported by the Bank of Israel on December 31, 2025.

All references to “shares” or “ordinary shares” in this registration statement refer to ordinary shares of Gix Internet Ltd., no par value per share.

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.

Market, Industry and Other Data

This Registration Statement contains estimates, projections and other information concerning our industry, our business, and the markets for our products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources. None of the reports or studies cited in this registration statement were commissioned by the Company.

In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

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.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

those factors referred to in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” as well as in this registration statement generally.

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.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

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.”

B. Advisers

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 Israeli corporate laws is Meitar | Law Offices, located at 16 Abba Hillel Silver Rd., Ramat Gan 52506, Israel.

C. Auditors

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

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2025:

This has been derived from our consolidated financial statements included elsewhere in this registration statement. 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.

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

The following tables set forth our summary historical consolidated financial data and summary unaudited pro forma condensed combined data as of and for the periods presented. The summary historical consolidated financial data for the years ended December 31, 2025 and 2024 are derived from our audited consolidated financial statements and the related notes appearing elsewhere in this registration statement. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods, and our interim results are not necessarily indicative of results to be expected for a full fiscal year or any other interim period, and should be read in conjunction with the sections titled “Item 3.B.—Capitalization and Indebtedness”, “Item 5. Operating and Financial Review and Prospects”, and our audited and unaudited consolidated financial statements and accompanying notes, which are included elsewhere in this registration statement.

The unaudited pro forma condensed combined statements of comprehensive income for the year ended December 31, 2025, have been derived by aggregating the historical financial statements of Gix Internet Ltd. and Deliverz.ai Ltd., including certain pro forma adjustments to such aggregated financial statements to give effect to our acquisition of Deliverz.ai Ltd., the deconsolidation of Quantum X Labs Inc. and the equity method accounting of Quantum Inc. as if it had occurred on January 1, 2025. The summary unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if our acquisition of Deliverz.ai Ltd. had been consummated on the dates indicated, nor is it indicative of future operating results or financial position. See “Unaudited Pro Forma Condensed Combined Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed consolidated financial data set forth below.

(*) The pro forma condensed combined statements of comprehensive income reflect the adjustments made to gives effect the accounting of: (1) the Acquisition of Deliverz which was completed on July 10, 2025, (2) the deconsolidation of Quantum X Labs Inc. which was completed on September 25, 2025, and (3) the Company’s ownership of 26.42% of Quantum X Labs Inc’s outstanding shares as of the date of deconsolidation of Quantum X Labs Inc. for all periods included in the unaudited pro forma condensed combined statements of comprehensive income. The unaudited pro forma condensed combined statements of comprehensive income for the period gives effect to the adjustments made to reflect the accounting for the Acquisitions of Deliverz.ai and the deconsolidation of Quantum X Labs Inc. as if the adjustments related to both transactions were made on January 1, 2025.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Our ordinary shares are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire amount invested in the ordinary shares. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any ordinary shares. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this Registration Statement before investing in our ordinary shares.

Risk Factors Summary

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

Risks Related to Our Financial Condition and Capital Requirements

Risks Related to Our Business, Operations and Industry

Risks Related to Our Intellectual Property

Risks Related to Government Regulation and Other Legal Compliance Matters

Risks Related to Quantum X Labs’s Business and Industry

Risks Related to Quantum X Labs’s Competition

Risks Related to Israeli Law and Our Operations in Israel

Risks Related to Ownership of Our Ordinary Shares

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

Risks Related to Our Financial Condition and Capital Requirements

We have a history of operating losses, we may incur additional losses in the future and our ability to grow sales and achieve profitability is unpredictable.

As of December 31, 2025 and 2024, we had an accumulated deficit of $41.38 million and $38.08 million, respectively, and incurred total operating losses of approximately $10.92 million and $4.64 million in the years ended on December 31, 2025 and 2024, respectively. Our losses have had, and will continue to have, an adverse effect on our shareholders’ equity and working capital. Any failure to achieve and maintain profitability would continue to have an adverse effect on our shareholders’ equity and working capital and could result in a decline in our share price or cause us to cease operations.

Our ability to reach profitability depends on many factors, which include:

There can be no assurance that we will be able to successfully implement our business plan, meet our challenges and become profitable in the future.

We will need additional funding. If we are unable to raise capital, we will be forced to reduce or eliminate our operations.

During the years ended December 31, 2025 and 2024, we incurred net losses of $15.73 million, and $7.75 million, respectively, mainly due to operating losses from our consolidated financial reports of approximately $10.92 million and $4.64 million, respectively.

As of December 31, 2025, we had a total cash and cash equivalents balance and restricted deposits of approximately $205 thousand. Our management expects that we will continue to generate operating losses. Our management plans to continue to fund its operations primarily through utilization of its financial resources. In addition, we may raise additional capital or realize some of our investments in other entities in order to fund our operating needs. Our management is of the opinion that based on our current operating plan it will be able to carry out its plan for more than a year after the issuance date of this registration statement. However, we anticipate that we are likely to continue to incur significant losses for at least the next year. There is no assurance however, that we will be successful in obtaining the level of financing needed for our operations. If we are unable to obtain additional sufficient financing our business and results of operations will be materially harmed.

Even if we are able to continue to finance our business, the sale of additional equity or debt securities could result in dilution to our current shareholders and could require us to grant a security interest in our assets. If we raise additional funds through the issuance of debt securities, these securities may have rights senior to those of our ordinary shares and could contain covenants that could restrict our operations. In addition, we may require additional capital beyond our currently forecasted amounts to achieve profitability. Any such required additional capital may not be available on reasonable terms, or at all.

Our subsidiary, Deliverz.ai, has a limited operating history, which may make it difficult to evaluate its business and prospects.

Historically, we have carried out ad-tech operations via our digital advertising business unit through our stake in Quantum X Labs in which as of December 31, 2025 and June 18, 2026, we held 26.42% and 21.13%, respectively, of its outstanding share capital. However, as a result of certain departures from Quantum X Labs’s board of directors and the dilution in our holdings in Quantum X Labs, while our digital advertising business unit remains, and is expected to continue to remain, an important part of our business, we are in the early stages of transitioning our active business operations to be conducted primarily through Deliverz.ai. Through our acquisition of Deliverz.ai, we have diversified our investments into new markets and industries and have adjusted our exclusive focus from the digital advertising industry to the development of advanced logistics automation solutions that integrate with third-party autonomous robots. As we progresses in transitioning our business strategy, it is expected that Deliverz.ai will carry out our primary operational activities and be the vehicle through which we pursue our business strategy. See “Information on Our Company—B. Business Overview— Quantum X Labs, Investment in Digital Advertising and Changes in our Business” and “Item 5 –Operating and Financial Review and Prospects—Overview— Changes in our Business” for additional information.

We, through our wholly-owned subsidiary, Deliverz.ai, face the risks associated with businesses in their early stages, with limited operating histories and whose prospects are hard to evaluate. Any evaluation of our business and our prospects must be considered in light of the uncertainties, delays, difficulties and expenses commonly experienced by companies at this stage, which generally include unanticipated problems and additional costs relating to the development and testing of products, product approval or clearance, regulatory compliance, production, product introduction and marketing, and competition. Many of these factors are beyond the control of our management. In addition, our performance will be subject to other factors beyond our control, including general economic conditions and conditions in the robotics industry. Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

Risks Related to Our Business, Operations and Industry

We are in the process of transitioning our business strategy. We cannot guarantee that any of these changes will result in any value to our shareholders.

Historically, we have carried out ad-tech operations via our digital advertising business unit through our stake in Quantum X Labs. However, as a result of certain departures from Quantum X Labs’s board of directors and the dilution in our holdings in Quantum X Labs, while our digital advertising business unit remains, and is expected to continue to remain an important part of our business, we are in the early stages of transitioning our active business operations to be conducted primarily through Deliverz.ai. Through our acquisition of Deliverz.ai, we have diversified our investments into new markets and industries and have adjusted our exclusive focus from the digital advertising industry to the development of advanced logistics automation solutions that integrate with third-party autonomous robots. As we progresses in transitioning our business strategy, it is expected that Deliverz.ai will carry out our primary operational activities and be the vehicle through which we pursue our business strategy. See “Information on Our Company—B. Business Overview— Quantum X Labs, Investment in Digital Advertising and Changes in our Business” and “Item 5 –Operating and Financial Review and Prospects—Overview— Changes in our Business” for additional information.

Through our acquisition of Deliverz.ai, we have diversified our investments into new markets and industries and adjusted our exclusive focus from the digital advertising industry to the development of advanced logistics automation solutions that integrate with third-party autonomous robots. We cannot guarantee that these strategic decisions will derive the anticipated value to our shareholders, or any value at all.

If we fail to effectively manage our growth, we may not be able to source autonomous mobile robot (AMR) hardware from third-party original equipment manufacturers (OEMs), integrate our platform, deploy and operate, market, and launch new generations of our integrated robotics solutions successfully.

We intend to invest significantly in order to expand our business. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, financial condition, and operating results. We intend to expand our operations significantly. We expect our expansion to include:

As we grow and expand our market penetration, we intend to continue to hire a significant number of additional personnel, including integration, field deployment, remote operations, software, and service, and operations personnel and service technicians for our AMR-based integrated robotics solutions and services. Because of the innovative nature of our technology, individuals with the necessary experience may not be available to hire, and as a result, we will need to expend significant time and expense to recruit and retain experienced employees and appropriately train any newly hired employees. Competition for individuals with experience integrating and operating AMRs, building/facility systems (elevators/access control), and enterprise logistics software is intense, and we may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business, prospects, financial condition and operating results.

Our revenue model emphasizes software subscriptions (SaaS), Robot-as-a-Service (RaaS), and Delivery-as-a-Service (DaaS), together with integration and managed services. Our future growth depends in part upon the successful deployment of these software subscriptions.

Our revenue model emphasizes software subscriptions (SaaS), Robot-as-a-Service (RaaS), and Delivery-as-a-Service (DaaS), together with integration and managed services. Future payments that we will make to cloud platforms and payments we will receive from customers are hard to predict and will be based on different terms and conditions. We may also be at risk if there will be gaps between account receivables and account payables. In addition, attracting new customers to our offerings may involve evaluation processes that prospects may not be willing to cover before experiencing satisfying results with our products and services, while we will continue to accrue service costs.

We believe any future revenue growth will depend on a number of factors, including, among other things, our ability to:

If we are unable to accomplish any of these objectives, any revenue growth will be impaired. Many factors may contribute to declines in growth rate, including increased competition, slowing demand for our offerings, a failure by us to continue capitalizing on growth opportunities, the maturation of our business, and global economic downturns, among others. If our growth rate declines as a result of this or any of the other factors described above, investors’ perceptions of our business and the market price of our ordinary shares could be adversely affected.

Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries that may prevent us from achieving the objectives outlined herein. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business would be adversely affected. Moreover, if the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, the market price of our ordinary shares could be volatile, and it may be difficult to achieve and maintain profitability.

Our revenues and profits are subject to fluctuations.

It is difficult to accurately forecast our revenues and operating results, and these could fluctuate in the future due to a number of factors. Our growth depends on enterprise budgets and procurement cycles (for example, hospitals) and on demonstrating clear return on investment (ROI). Macroeconomic or budgetary pressures, staffing dynamics, procurement processes, and competing priorities can delay or limit deployments. Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant and could impact our ability to operate our business.

A significant portion of our revenue is concentrated with one customer.

With respect to our Deliverz.ai business unit, our revenue is expected to initially be concentrated with a single early enterprise customer. A disruption in our relationship with this customer would adversely affect our results of operations. The customer’s demand for our products may fluctuate due to factors beyond our control. Any significant reduction in orders from this customer could have a material adverse effect on our business, results of operations, or financial condition, as could their failure to pay amounts owed to us.

With respect to our digital advertising business unit, as of December 31, 2025, Gix Media Ltd. (“Gix Media”), a wholly-owned subsidiary of Quantum X Labs, had one major customer, a reputable international search engine (“Gix Major Customer”). Gix Media generated revenues of approximately $1.23 million from the Gix Major Customer, constituting approximately 78% of the total revenues of Gix Media during the year ended December 31, 2025. Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time. In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days’ in advance. We are highly dependent on the material agreement with the Gix Major Customer. If this material agreement is terminated or substantially amended (not on favorable terms), we would experience a material decrease in our revenue from our digital advertising business unit or the profits it generates and would be forced to seek alternative customers, at less competitive terms or accelerate the business we have with the current search engines. There are few companies in the market that provide internet search and search advertising services with whom we can directly engage with in the same manner which we are engaged with our Gix Major Customer. Such companies are substantially the only participants in western markets, and competitors do not offer as much coverage through sponsored links or searches. We may divert our operations and user traffic to other third-party partners which provide search feed to search engines, however we cannot guarantee that we will be successful. If we fail to quickly locate, negotiate and finalize alternative arrangements or otherwise expedite current operations we have with such alternative search providers, or if we do, but the alternatives do not provide for terms that are as favorable as those currently provided and utilized, we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected.

Our business plans require additional capital. Our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or contain terms unfavorable to us or our investors.

We will need additional capital to operate our business and fund our capital expenditures for the next several years. The level and timing of future expenditure will depend on a number of factors, many of which are outside our control. While we expect that we will have sufficient capital to fund our currently planned operations, it is possible that we will need to raise additional capital to fund our business, including to finance ongoing research and development costs, any significant unplanned or accelerated expenses, and new strategic alliances or acquisitions. The fact that we have limited experience commercializing our delivery AMR-based integrated robotics solutions on a large scale, coupled with the fact that our products represent a new product category in the commercial and delivery robotic market, means we have limited historical data on the demand for our AMR-based integrated robotics solutions. In addition, we expect our capital expenditures to continue to be significant in the foreseeable future as we continue generational improvements for our commercial products, and that our level of capital expenditures will be significantly affected by customer demand for our AMR-based integrated robotics solutions. As a result, our future capital requirements may be uncertain and actual capital requirements may be different from those we currently anticipate. We may need to seek equity or debt financing to finance a portion of our capital expenditures. Such financing might not be available to us in a timely manner or on terms that are acceptable, or at all, or that such funds, if raised, would be sufficient.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business model. These factors may make the timing, amount, terms, and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

In addition, our future capital needs and other business reasons could require us to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.

If we cannot raise additional funds when we need or want them, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results or prospects.

Our products and services are disruptive to the delivery services industries, and important assumptions about the market demand, pricing, adoption rates and sales cycle, for our current and future products and services may be inaccurate.

The market demand for and adoption of our delivery robots is unproven, and important assumptions about the characteristics of targeted markets, pricing, and sales cycles may be inaccurate. Although we have engaged in ongoing dialogue with potential customers, we have no binding commitments to purchase products and services. Existing or new regulatory or safety standards, or resistance by customer employees and labor unions, all of which are outside of our control, could cause delays or otherwise impair adoption of these new technologies, which will adversely affect our growth, financial position, and prospects. Given the evolving nature of the markets in which we operate, it is difficult to predict customer demand or adoption rates for our products or the future growth of the markets we expect to target. If one or more of the targeted markets experience a shift in customer or prospective customer demand, our products may not compete as effectively, if at all, and they may not be fully developed into commercial products. As a result, the financial projections in this prospectus necessarily reflect various estimates and assumptions that may not prove accurate and these projections could differ materially from actual results because of the risks included in this “Risk Factors” section, among others. If demand does not develop as expected or if we cannot accurately forecast pricing, adoption rates and sales cycle for our products, our business, results of operations and financial condition will be adversely affected.

The benefits of our products to customers and projected return on investment have not been substantiated through long-term trials or use.

Our core products’ benefits to customers and projected return on investment have not been substantiated through long-term trials or use. We currently have a limited frame of reference by which to evaluate the performance of our delivery AMR-based integrated robotics solutions upon which our business prospects depend. There can be no assurance that such units will provide the expected benefit to customers. Our AMR-based integrated robotics solutions may not perform consistently with customers’ expectations or consistently with other robotics products which may become available. Any failure of our AMR-based integrated robotics solutions and software to perform as expected could harm our reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims and significant warranty and other expenses and could have a material adverse impact on our business, prospects, financial condition and operating results. Additionally, problems and defects experienced by competitors or others in the delivery robotics market could, by association, have a negative impact on perception and customer demand for our delivery AMR-based integrated robotics solutions.

Even if we successfully market our products and services, the purchase or subscription, adoption and use of the products and services may be materially and negatively impacted if our customers resist the use and adoption of the products and services.

We have designed and developed our AMR-based integrated robotics solutions with the goal of reducing operating costs and maximizing efficiency and throughput. Even if we successfully market our products and services to customers, the purchase, adoption and the use of the products may be materially and negatively impacted if our customers resist or delay the use and adoption of these new technology products and services. Customers may resist or delay the adoption of our products and services for several reasons, including lack of confidence in autonomous and semi-autonomous delivery vehicles. If our customers resist or delay adoption of our robotic delivery services, our business, prospects, financial condition and operating results will be materially and adversely affected.

Severe weather conditions and climate change could have a material adverse impact on our business by reducing the operating hours of our robots.

Our robots are designed to operate in common environmental conditions. Currently we limit our solution’s operation to warm and dry climates, and we do not operate robots under rare or extreme conditions such as strong storms or unusually high or low temperatures. While with each new generation of robots we plan to continually expand their operating envelope (e.g., introducing the ability to manage ice and snow), which in turn would expand our geographic reach, there is no guarantee that our efforts will successfully overcome all severe weather conditions.

Our systems, products, technologies and services and related equipment may have shorter useful lives than we anticipate.

Our growth strategy depends in part on developing systems, products, technologies, and services. These reusable systems, products, technologies and services and systems will have a limited useful life. While we intend to design our products and technologies for a certain lifespan, which corresponds to a number of cycles, there can be no assurance as to the actual operational life of a product or that the operational life of individual components will be consistent with its design life. A number of factors will impact the useful lives of our products and systems, including, among other things, the quality of their design and construction, the durability of their component parts and availability of any replacement components, and the occurrence of any anomaly or series of anomalies or other risks affecting the technology during launch and in orbit. In addition, any improvements in technology may make our existing products, designs, or any component of our products prior to the end of its life obsolete. If our systems, products, technologies and services and related equipment have shorter useful lives than we currently anticipate, this may lead to delays in increasing the rate of our follow on work and new business, which would have a material adverse effect on our business, financial condition, and results of operations.

Any acquisitions, partnerships, or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.

From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may not be successful in identifying acquisition, partnership, and joint venture candidates. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. Further, depending on market conditions, investor perceptions of us and other factors, we might not be able to obtain financing on acceptable terms, or at all, to implement any such transaction. We cannot ensure that any acquisition, partnership, or joint venture we make will not have a material adverse effect on our business, financial condition, and results of operations.

As part of growing our business, we may make acquisitions. If we fail to successfully select, execute, or integrate our acquisitions, then our business, results of operations and financial condition could be materially adversely affected, and our share price could decline.

Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect our business, financial condition and results of operations and could cause our share price to decline.

From time to time, we may undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels, or enter into new markets or sales territories. In addition to possible shareholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, and a failure to obtain such approvals and licenses could result in delays and increased costs and may disrupt our business strategy. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors, and suppliers require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

Our facilities or operations or those of any third-party manufacturers or suppliers could be adversely affected by events outside of our or their control, such as natural disasters, wars, health epidemics, and other calamities. Our operations do not currently rely on any long-term data storage, and therefore any such loss of data would have limited operational impact. However, we cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.

Our OEM partners and their suppliers rely on complex manufacturing processes; unexpected malfunctions, capacity constraints or supply shortages at those partners could delay or limit AMR supply that we procure and deploy, increase costs, or reduce performance.

Our OEMs may rely on complex machinery for the production and assembly of our AMRs, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Our OEMs facilities, and those of any third-party manufacturing partners and suppliers consist or are expected to consist of large-scale machinery combining many components. These components may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of these components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our or any third-party manufacturing partners’ and suppliers’ control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, they may result in the personal injury to or death of workers, the loss of production equipment, damage to production facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, prospects, financial condition and operating results.

We may be unable to adequately control the costs associated with our operations.

We will require significant capital to develop and grow our business, including developing and producing our commercial AMR-based integrated robotics solutions and other products, establishing or expanding design, research and development, production, operations and maintenance and service facilities and building our brand and partnerships. We have incurred and expect to continue incurring significant expenses which will impact our profitability, including research and development expenses, procurement costs, business development, operation and integration expenses as we deploy our robotic fleet, and general and administrative expenses as we scale our operations, identify and commit resources to investigate new areas of demand and incur costs as a public company. Our ability to become profitable in the future also relies on our ability to sell, whether outright or through subscriptions, our systems at prices needed to achieve our expected margins and control our costs, including the risks and costs associated with operating, maintaining and financing our robots. If we are unable to efficiently source AMR hardware from third-party OEMs, integrate our platform, deploy and operate, market, deploy, distribute and service our robots in a cost-effective manner, our margins, profitability and prospects would be materially and 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.

Our growth depends on enterprise budgets and procurement cycles (for example, hospitals) and on demonstrating clear ROI. Macroeconomic or budgetary pressures, staffing dynamics, procurement processes, and competing priorities can delay or limit deployments. 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.

There can be no assurance that 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, unfavorable changes in interest rates, changes in the pricing of certain commodities, foreign currency exchange rates, 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 share 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.

Our failure to attract and retain highly qualified personnel in the future could harm our business.

We are an innovative technology company. We may not be able to locate or attract qualified individuals for important positions, such as software engineers, robotics engineers, machine vision and machine learning experts and others, which could affect our ability to grow and expand our business. We may also face intense competition for qualified individuals from numerous other companies, including other similarly situated technology companies, many of whom have greater financial and other resources than we do.

In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. If we are unable to attract, integrate and retain suitably qualified individuals who can meet our technical, operational and managerial requirements, on a timely basis or at all, our business, results of operation and financial condition could be adversely affected.

Litigation or legal proceedings could expose us to significant liabilities, occupy a considerable amount of our management’s time and attention, and damage our reputation.

We may, from time to time, be a party to various litigation claims and legal proceedings. We will evaluate these claims and proceedings to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses. Claims made or threatened by our suppliers, distributors, customers, competitors, or current or former employees could adversely affect our relationships, damage our reputation or otherwise adversely affect our business, financial condition, or results of operations. The costs associated with defending legal claims and paying damages could be substantial. Our reputation could also be adversely affected by such claims, whether or not successful.

If we are unable to develop, manage and maintain critical third-party business relationships, our business may be adversely affected.

Our growth is increasingly dependent on the strength of our business relationships and our ability to continue to develop, manage and maintain new and existing relationships with third-party partners. We rely on various third-party partners, including software and service providers, platforms, suppliers, credit reporting bureaus, vendors, manufacturers, distributors, accountants, contractors, financial institutions, core processors, licensing partners and development partners, among others, in many areas of our business in order to deliver our offerings and operate our business. In certain instances, these third-party relationships are sole source or limited source relationships and can be difficult to replace or substitute depending on the level of integration of the third party’s products or services into, or with, our offerings and/or the general availability of such third party’s products and services. In addition, there may be few or no alternative third-party providers or vendors in the market. Further, there can be no assurance that we will be able to adequately retain third-party contractors engaged to help us operate our business.

The business operations of our third-party partners and the third-party partners who support them have been and could continue to be disrupted, including as a result of major technical outages, uncertain macroeconomic conditions, such as trade wars, and global health crises, such as pandemics and endemics. If our third-party partners are unable to help us operate our business or prevent us from delivering critical services to our customers or accepting and fulfilling customer orders, our business and financial results may be negatively impacted. The failure of third parties to provide acceptable and high quality products, services and technologies or to update their products, services and technologies may result in a disruption to our business operations and our customers, which may reduce our revenues and profits, cause us to lose customers and damage our reputation. Alternative arrangements and services may not be available to us on commercially reasonable terms or at all, or we may experience business interruptions upon a transition to an alternative partner.

As we cannot control the day-to-day practices of our suppliers and business partners, we cannot ensure their compliance with the law and our policies regarding workplace and employment practices, data use and security, environmental compliance, intellectual property licensing, and other applicable regulatory and compliance requirements. Any violation of laws or implementation of practices regarded as unethical could result in supply chain disruptions, canceled orders, terminations of or damage to key relationships, and damage to our reputation.

Our robots rely on sophisticated software technology that incorporate third-party components and networks to operate.

Our robots require certain third-party software and networks to function safely and effectively. We anticipate that we will continue to rely on such third-party software in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently utilize, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of new third-party software may require significant work and require substantial investment of our time and resources. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, which may not be available on commercially reasonable terms or at all. Many of the risks associated with the use of third-party software cannot be eliminated, and these risks could negatively affect our business. Furthermore, performance degradation or lack of access to such software and networks can result in poor delivery performance or even grounding of our entire fleet until it is resolved, which can adversely impact our ability to continue our operations.

Additionally, the software powering our technology systems incorporates software covered by open-source licenses. The terms of many open-source licenses have not been interpreted by U.S. courts, and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our systems. In the event that portions of our proprietary software are determined to be subject to an open-source license, we could be required to publicly release the affected portions of our source code or re-engineer all or a portion of our technology systems, each of which could reduce or eliminate the value of our technology systems. Such risk could be difficult or impossible to eliminate and could adversely affect our business, financial condition, and results of operations.

The benefits to customers of our products could be supplanted by other technologies or solutions or competitors’ products that utilize similar technology to ours in a more effective way.

The benefits to customers of our products could be supplanted by other technologies or solutions or competitors’ products that utilize similar technology to ours in a more effective way. We cannot be sure that alternative technologies or improvements to artificial intelligence, industrial automation or other technologies, processes or industries will not match or exceed the benefits of our products or be more cost effective than our products. The development of any alternative technology that can compete with or supplant our products may materially and adversely affect our business, prospects, financial condition and operating results, including in ways we do not currently anticipate. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced products, which could result in the loss of competitiveness of our AMR-based integrated robotics solutions and services, decreased revenue and a loss of market share to competitors.

Our operating and financial projections rely on management assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.

We are a robotics and services company, with limited experience commercializing our products and services. The projected financial and operating information appearing elsewhere in this prospectus reflect estimates of future performance and is based on multiple financial, technical, and operational assumptions, including hiring of additional skilled personnel in a timely way to support continued development and commercialization of the core products, the level of demand for our AMR-based integrated robotics solutions, the performance of our AMR-based integrated robotics solutions, the utilization of the robot fleet, the useable life of the AMR-based integrated robotics solutions, cost of manufacturing, cost of components and availability of adequate supply, the nature and length of the sales cycle, maintenance and servicing costs and the costs of refurbishing the AMR-based integrated robotics solutions. However, given our limited commercial experience, it is likely that many of these assumptions will prove incorrect. The projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Forward-Looking Statements.” Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our forecast depends on a number of other factors, many of which are outside our control, including, but not limited to:

Unfavorable changes in any of these or other factors, most of which are beyond our control, could cause us to fail to meet our operating and financial projections and could materially and adversely affect our business, prospects, financial condition and operating results.

We have limited experience commercializing our products at a large scale and may not be able to do so efficiently or effectively.

We have limited experience commercializing AMR-based integrated robotics solutions at a large scale and may not be able to do so efficiently or effectively. A key element of our long-term business strategy is the continued growth in sales, marketing, training, customer service and maintenance and servicing operations, including hiring personnel with the necessary experience. Managing and maintaining these operations is expensive and time consuming, and an inability to leverage such an organization effectively or at all could inhibit potential sales or subscriptions and the penetration and adoption of our products into new markets. In addition, certain decisions we make regarding staffing in these areas in our efforts to maintain an adequate spending level could have unintended negative effects on our revenues, such as by weakening the sales, marketing and maintenance and servicing infrastructures or lowering the quality of customer service.

For the AMR hardware and key components We procure AMR hardware and key components from third-party OEMs and vendors and we do not manufacture robots. If these OEMs or partners cease or disrupt support, our ability to procure and integrate AMRs would be materially affected.

Our AMRs are procured from OEMs. Collaboration with them is subject to risks with respect to operations that are outside our control. Our future business depends in large part on our ability to execute our plans to source AMR hardware from third-party OEMs, integrate our platform, deploy and operate, market, deploy and service our products. While this arrangement may lower operating costs, it may have an adverse effect on our flexibility to respond to changing conditions. Global supply chain problems may directly impact our ability to obtain these components cost-effectively. We could experience delays to the extent our current or future partners do not continue doing business with us, meet agreed upon timelines, experience capacity constraints or otherwise are unable to deliver components or manufacture robots as expected. There is risk of potential disputes with partners, and we could be affected by adverse publicity related to our partners whether or not such publicity is related to their collaboration with us. Our ability to successfully build a premium brand could also be adversely affected by perceptions about the quality of our partners’ robots or other robots manufactured by the same partner. In addition, although we intend to be involved in material decisions in the supply chain and manufacturing process, given that we also rely on our partners to meet our quality standards, there can be no assurance that we will be able to maintain high quality standards.

We may in the future enter into strategic alliances, including joint ventures or minority equity investments, with various third parties to further our business purpose. These alliances could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party, and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business.

Defects, glitches, or malfunctions in our products or the software that operates them, failure of our products to perform as expected, connectivity issues or operator errors may result in product recalls, lower than expected return on investment for customers and cause significant safety concerns, each of which could adversely affect our results of operations, financial condition and our reputation.

Our AMRs are procured from OEMs. We may not be aware of OEM manufacturing defects that could occur. Such adverse events could lead to unexpected failures in our products and could result, in certain cases, in the removal of our products from the market. A product recall could result in significant costs. To the extent any manufacturing defect occurs, our agreement with the third-party OEMs may contain a limitation on the OEMs liability, and therefore we could be required to incur the majority of related costs. Product defects or recalls could also result in negative publicity, damage to our reputation or, in the event of regulatory developments, delays in new product acceptance.

Our products incorporate sophisticated computer software. Complex software frequently contains errors, especially when first introduced. Our software may experience errors or performance problems in the future. If any part of our products’ hardware or software were to fail, the service mission could be compromised. Additionally, users may not use our products in accordance with safety protocols and training, which could amplify the risk of failure. Any such occurrence could cause delay in market acceptance of our products, damage to our reputation, product recalls, increased service and warranty costs, product liability claims and loss of revenue relating to such hardware or software defects.

We anticipate that as part of our ordinary course of business we may be subject to product liability claims alleging defects in the AMRs we procure. A product liability claim, regardless of our merit or eventual outcome, could result in significant legal defense costs and high punitive damage payments. Although we maintain product liability insurance, as well as require the same from the OEMs the coverage is subject to deductibles and limitations, and may not be adequate to cover future claims. Additionally, we may be unable to maintain our existing product liability insurance in the future at satisfactory rates or adequate amounts.

Even if our products perform properly and are used as intended, if operators sustain any injuries while using our products, we could be exposed to liability and our results of operations, financial condition, and our reputation may be adversely affected.

Our products contain complex technology and must be used as designed and intended in order to operate safely and effectively. While we expect to develop a training, customer service and maintenance and servicing infrastructure to ensure users are equipped to operate our products in a safe manner, we cannot be sure that the products will ultimately be used as designed and intended. In addition, we cannot be sure that we will be able to predict all the ways in which use or misuse of the products can lead to injury or damage to property, and our training resources may not be successful at preventing all incidents. If operators were to cause any injuries or damage to property while using our products, in a manner consistent with our training and instructions or otherwise, we could be exposed to liability and our results of operations, financial condition and our reputation may be adversely affected.

We operate in a competitive industry that is subject to rapid technological change, and competitors may have or attain more resources and/or greater market recognition than we do.

Our competitor base may change or expand as we continue to develop and commercialize our AMR-based integrated robotics solutions in the future. Some of these companies are direct competitors, while others provide adjacent services such as delivery with autonomous vehicles on streets that could impact our market. A number of these companies may have, or may attain, more resources and/or greater market recognition than we do. These or other competitors may develop new technologies or products that provide superior results to customers or are less expensive than our products. Our technologies and products could have reduced competitiveness by such developments.

Our competitors may respond more quickly to new or emerging technologies, undertake more extensive marketing campaigns, have greater financial, marketing, manufacturing and other resources than we do, or may be more successful in attracting potential customers, employees and strategic partners. In addition, potential customers could have long-standing or contractual relationships with competitors. Potential customers may be reluctant to adopt our products, particularly if they compete with or have the potential to compete with or diminish the need/utilization of products or technologies supported through these existing relationships. If we are not able to compete effectively, our business, prospects, financial condition, and operating results will be negatively impacted.

In addition, because we operate in a new market, the actions of our competitors could adversely affect our business. Adverse events such as product defects or legal claims with respect to competing or similar products could cause reputational harm to the robotics market on the whole and, accordingly, our business.

Risks Related to Our Intellectual Property

If we are unable to protect our intellectual property, our ability to maintain any technological or competitive advantage over our competitors and potential competitors would be adversely impacted, and our business may be harmed.

Our success, in large part, depends on our ability to protect and maintain the proprietary nature of our technology. We must prosecute and maintain its existing patents and obtain new patents. Some of our proprietary information may not be patentable, and there can be no assurance that others will not utilize similar or superior solutions to compete with us. We cannot guarantee we will develop proprietary products that are patentable, and that, if issued, any patent will give a competitive advantage or that such patent will not be challenged by third parties. The process of obtaining patents can be time consuming with no certainty of success, as a patent may not issue or may not have sufficient scope or strength to protect the intellectual property it was intended to protect.

As of the date of this registration statement, we currently have one granted patent in Israel and two additional patents that are in the allowed phase one in Israel and one in Europe that we are waiting to be granted. In addition, we have additional applications progressing in other global regions, including the U.S. Europe, the U.K., Japan and South Korea. These patents center around our proprietary autonomous navigation technologies, with a strong emphasis on outdoor and indoor mobility in human-dense environments. They specifically cover advanced visual navigation, adaptive route planning, and obstacle-rich path execution core capabilities that differentiate our solution in real-world deployments.

We cannot assure investors that any of our currently pending or future patent applications will result in granted patents, and we cannot predict how long it will take for such patents to be granted or whether the scope of such patents, if granted, will adequately protect our products from competitors. It is possible that, for any of our patents that have been granted or that may be granted in the future, others will design alternatives that do not infringe upon our patented technologies. Further, we cannot assure investors that other parties will not challenge any patents granted to us or that courts or regulatory agencies will hold our patents to be valid or enforceable. We cannot guarantee investors that we will be successful in defending challenges made against our patents and patent applications. Any successful third-party challenge to our patents could result in the unenforceability or invalidity of such patents, or such patents being interpreted narrowly or otherwise in a manner adverse to our interests. Our ability to establish or maintain a technological or competitive advantage over our competitors may be diminished because of these uncertainties. For these and other reasons, our intellectual property may not provide us with any competitive advantage. For example:

Filing, prosecuting and defending patents on current and future products in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, regardless of whether we are able to prevent third parties from practicing our inventions in the United States, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Even if we pursue and obtain issued patents in particular jurisdictions, our patent claims or other intellectual property rights may not be effective or sufficient to prevent third parties from competing. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.

If we fail to protect our intellectual property, third parties may be able to compete more effectively against us, we may lose our technological or competitive advantage, or we may incur substantial litigation costs in our attempts to recover or restrict use of our intellectual property. For these and other reasons, our intellectual property may not provide us with any competitive advantage.

If we or any of our partners are sued for infringing the intellectual property rights of third parties, such litigation would be costly and time consuming, and an unfavorable outcome in any such litigation could have a material adverse effect on our business. We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful.

Our success also depends on our ability to develop, manufacture, market and sell our products and perform our services without infringing upon the proprietary rights of third parties. Numerous U.S. and foreign-issued patents and pending patent applications owned by third parties exist in the fields in which we are developing products and services. As is common in the robotics industry, we also engage the services of specialized consultants and employees who are currently providing or previously provided services to our competitors and we may become subject to claims that we, an employee, a consultant or an independent contractor inadvertently or otherwise used or disclosed trade secrets, intellectual property or other information proprietary to their former employers or their former or current clients. As part of a business strategy to impede our successful commercialization and entry into new markets, competitors may claim that our products and/or services infringe their intellectual property rights and may suggest that we enter into license agreements.

Even if such claims are without merit, we could incur substantial costs and the attention of our management, and technical personnel could be diverted in defending us against claims of infringement made by third parties or settling such claims. Any adverse ruling by a court or administrative body, or perception of an adverse ruling, may have a material adverse impact on our ability to conduct our business and our finances. Moreover, third parties making claims against us may be able to obtain injunctive relief against us, which could block our ability to offer one or more products or services and could result in a substantial award of damages against us. In addition, since we sometimes indemnify customers, collaborators or licensees, we may have additional liability in connection with any infringement or alleged infringement of third-party intellectual property.

There is a substantial amount of litigation involving patent and other intellectual property rights in the robotics space. As we face increasing competition and as our business grows, we will likely face more claims of infringement. If a third party claims that we or any of our licensors, customers or collaboration partners infringe upon a third party’s intellectual property rights, we may have to:

Competitors may infringe our patents or the patents that we license. In the event of infringement or unauthorized use, we may file one or more infringement lawsuits, which can also be expensive and time-consuming. An adverse result in any such litigation proceedings could put one or more of our patents at risk of being invalidated, being found to be unenforceable or being interpreted narrowly and could put our patent applications at risk of not being issued. 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.

Patent litigation can be very costly and time consuming. Many of our competitors are larger than we are and have substantially greater resources. They are, therefore, likely to be able to sustain the costs of complex patent litigation longer than we could. In addition, the uncertainties associated with litigation, or an adverse outcome, could have a material adverse effect on our ability to raise any funds necessary to continue our operations, continue our internal research programs, in-license needed technology, expose us to significant liabilities, or enter into development partnerships that would help us bring our products to market.

Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our products.

The America Invents Act, or AIA, was signed into law on September 16, 2011, and many of the substantive changes under the AIA became effective on March 16, 2013 is the primary governing legislation in the United States and many of the countries we operate within have similar governing legislation. Additionally, courts and administrative bodies often issue rulings on matters related to patent and intellectual property enforcement actions, which may either adversely or beneficially impact our ability to enforce our patent and intellectual property rights within the United States and elsewhere. The laws governing patent prosecution and enforcement are subject to change in unpredictable ways and such changes may be influenced by rulings of courts and other administrative bodies. These changes may weaken our ability to obtain new patents and/or enforce the rights of our existing patents.

Security breaches and other disruptions could compromise our proprietary information and expose us to liability, which would cause our business and reputation to suffer.

We rely on trade secrets, technical know-how, and other unpatented proprietary information relating to our product development activities to provide us with competitive advantages. We protect this information by entering into confidentiality agreements with our employees, consultants, strategic partners, and other third parties. We also design our computer systems and networks and implement various procedures to restrict unauthorized access to the dissemination of our proprietary information.

We face internal and external data security threats. For example, current, departing, or former employees or third parties could attempt to improperly use or access our computer systems and networks to copy, obtain, or misappropriate our proprietary information or otherwise interrupt our business. Like others, we are also subject to significant system or network disruptions from numerous causes, including computer viruses and other cyber-attacks, facility access issues, new system implementations, and energy blackouts.

Security breaches, computer malware, phishing, spoofing, and other cyber-attacks have become more prevalent and sophisticated in recent years. While we defend against these threats daily, we do not believe that such attacks have caused us any material damage to date. Because the techniques used by computer hackers and others to access or sabotage networks constantly evolve and generally are not recognized until launched against a target, we may be unable to anticipate, counter or ameliorate all these techniques. As a result, our and our customers’ proprietary information may be misappropriated, and we cannot predict the impact of any future incident. Any loss of such information could harm our competitive position, result in a loss of customer confidence in the adequacy of our threat mitigation and detection processes and procedures, cause us to incur significant costs to remedy the damages caused by the incident, and divert management and other resources. We routinely implement improvements to our network security safeguards, and we are devoting increasing resources to the security of our information technology systems. However, we cannot assure that such system improvements will be sufficient to prevent or limit the damage from any future cyber-attack or network disruptions.

The costs related to cyber-attacks or other security threats or computer systems disruptions typically would not be fully insured or indemnified by others. As a result, the occurrence of any of the events described above could result in the loss of competitive advantages derived from our intellectual property. Moreover, these events may result in the diversion of the attention of management and critical information technology and other resources, or otherwise adversely affect our internal operations and reputation or degrade our financial results and share price.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition by potential partners or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected.

We may use third-party open source software components in future products, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell such products.

We have chosen, and we may choose in the future, to use open source software in our products. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Some open source licenses may contain unfavorable requirements that could allow our competitors to create similar products with less development effort and time and ultimately could result in a loss of product sales.

Although we intend to monitor any use of open source software to avoid subjecting our products to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that any such licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our products. Moreover, there is no assurance that our processes for controlling our use of open source software in our products will be effective. If we are held to have breached the terms of an open source software license, we could be required to seek licenses from third parties to continue offering our products on terms that are not economically feasible, to re-engineer our products, to discontinue the sale of our products if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, operating results and financial condition.

Risks Related to Government Regulation and Other Legal Compliance Matters

Our AMRs operate primarily indoors within customer facilities and, in some sites, along controlled-campus outdoor routes between buildings. Any safety incident, integration failure or operator error could jeopardize commercial relationships.

Regulatory and compliance risks apply to indoor and controlled-campus outdoor AMR deployments. Our solution must comply with electrical and radio regulations, transport and storage requirements for lithium-ion batteries, workplace safety rules, and facility approvals or certifications required by customers. If we operate on private or semi-private campus pathways between buildings, additional permissions may be needed. Changes in these frameworks, or non-compliance, could delay deployments or increase costs, which could impact our ability to operate our business.

In addition, our solution must comply with electrical and radio regulations, transport and storage requirements for lithium-ion batteries, workplace safety rules, and facility approvals or certifications required by customers. If we operate on private or semi-private campus pathways between buildings, additional permissions may be needed. Changes in these frameworks, or non-compliance, could delay deployments or increase costs.

Furthermore, the cellular network and radio systems contained in our robots are regulated by the Federal Communications Commission, which allocates cellular and wireless bandwidth to ensure minimal conflict between operators. Further, the battery packs within our robots use custom lithium-ion cells. The transportation and effective storage of lithium-ion batteries is tightly regulated by the U.S. Department of Transportation and other regulatory bodies. Any failure to comply with the Department of Transportation’s storage and transport requirements or the Federal Communications Commission’s regulations on wireless communications could result in fines, loss of permits and licenses or other regulatory consequences, which could limit our ability to procure and deliver our AMR-based integrated robotics solutions and negatively affect our business, prospects, financial condition, results of operations, and cash flows.

We may be subject to theft, loss, or misuse of personal data by or about our employees, customers, or other third parties, which could increase our expenses, damage our reputation, or result in legal or regulatory proceedings.

In the ordinary course of our business, we have access to sensitive, confidential, or personal data or information regarding our employees and others that are subject to privacy and security laws and regulations. Therefore, the theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business, or by our third-party service providers, including business process software applications providers and other vendors that have access to sensitive data, could result in damage to our reputation, disruption of our business activities, significantly increased business and security costs or costs related to defending legal claims.

Laws, regulations, and other legislative efforts related to climate change, environmental concerns, and health and safety could result in increased operating costs, reduced demand for our products and services, or the loss of future business.

Concerns over environmental pollution and climate change have produced significant legislative and regulatory efforts on a global basis, and we believe this will continue both in scope and in the number of countries participating. These changes could directly increase the cost of energy, which may have an effect on the way we procure OEM-manufactured hardware or utilize energy to produce our products. In addition, any new regulations or laws in the environmental area might increase the cost of raw materials or key components we use in our products. Environmental regulations may require us to reduce product energy usage, monitor and exclude an expanding list of restricted substances and to participate in compulsory recovery and recycling of our products or components. We are unable to predict how any future changes will impact us and if such impacts will be material to our business.

Further, climate change laws, environmental regulations, and other similar measures may have an effect on the operating activities of our customers, which may, in turn, reduce the demand for our products and services. To the extent increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other climatic events, such events could have a material adverse effect on the Company and potentially subject the Company to further regulation.

Our deployments do not involve offshore operations. We operate primarily indoors and, in some sites, along controlled-campus outdoor routes between buildings. We are subject to workplace, electrical and radio, battery, and facility-approval requirements applicable to indoor/campus AMR operations.

We may become subject to new or changing international, federal, state and local regulations, including laws relating to the design, manufacturing, marketing, distribution, servicing or use of our products. Such laws and regulations may require us to pause sales and modify our products, which could result in a material adverse effect on our revenues and financial condition. Such laws and regulations can also give rise to liability such as fines and penalties, property damage, bodily injury and cleanup costs. Capital and operating expenses needed to comply with laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of our operations. Any failure to comply with such laws or regulations could lead to withdrawal or recall of our products from the market.

We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our products and data processed by us or third-party vendors.

Our business and operations involve the collection, storage, processing, and transmission of personal data and certain other sensitive and proprietary data of collaborators, customers, and others. Additionally, we maintain sensitive and proprietary information relating to our business, such as our own proprietary information and personal data relating to our employees. An increasing number of organizations have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. We may be a target for attacks by state-sponsored actors and others designed to disrupt our operations or to attempt to gain access to our systems or data that is processed or maintained in our business.

We are at risk for interruptions, outages and breaches of our: (a) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; (b) facility security systems, owned by us or our third-party vendors or suppliers; (c) transmission control modules or other in-product technology, owned by us or our third-party vendors or suppliers; (d) the integrated software in our units; or (e) customer data that we processes or that our third-party vendors or suppliers process on our behalf. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against a target, we may be unable to anticipate or prevent these attacks, react in a timely manner, or implement adequate preventive measures, and may face delays in our detection or remediation of, or other responses to, security breaches and other privacy-and security-related incidents. Such incidents could: materially disrupt our operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers, or others; jeopardize the security of our facilities; or affect the performance of in-product technology and the integrated software in our units. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect, remediate, and otherwise respond to.

We plan to include product services and functionality that utilize data connectivity to monitor performance and timely capture opportunities to enhance performance and for safety and cost-saving preventative maintenance. The availability and effectiveness of our services depend on the continued operation of information technology and communications systems. Our systems will be vulnerable to damage or interruption from, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm our systems. We intend to use our product services and functionality to log information about each unit’s use in order to aid us in diagnostics and servicing. Our customers may object to the use of this data, which may require us to implement new or modified data handling policies and mechanisms, increase our unit maintenance costs and costs associated with data processing and handling, and harm our business prospects.

Although we are in the process of implementing certain systems and processes that are designed to protect our data and systems within our control, prevent data loss, and prevent other security breaches and security incidents, these security measures cannot guarantee security. The IT and infrastructure used in our business may be vulnerable to cyberattacks or security breaches, and third parties may be able to access data, including personal data and other sensitive and proprietary data of us and our customers, collaborators and partners, our employees’ personal data, or other sensitive and proprietary data, accessible through those systems. Employee error, malfeasance, or other errors in the storage, use, or transmission of any of these types of data could result in an actual or perceived privacy or security breach or other security incident.

Moreover, there are inherent risks associated with developing, improving, expanding and updating our current systems, such as the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies or manufacture, deploy, deliver and service our units, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. We cannot be sure that these systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results. Moreover, our proprietary information or intellectual property could be compromised or misappropriated, and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

Any actual or perceived security breach or security incident, or any systems outages or other disruption to systems used in our business, could interrupt our operations, result in loss or improper access to, or acquisition or disclosure of, data or a loss of intellectual property protection, harm our reputation and competitive position, reduce demand for our products, damage our relationships with customers, partners, collaborators, or others, or result in claims, regulatory investigations, and proceedings and significant legal, regulatory, and financial exposure, and any such incidents or any perception that our security measures are inadequate could lead to loss of confidence in us and harm to our reputation, any of which could adversely affect our business, financial condition, and results of operations. Any actual or perceived breach of privacy or security, or other security incident, impacting any entities with which we share or disclose data (including, for example, our third-party technology providers) could have similar effects. We expect to incur significant costs in an effort to detect and prevent privacy and security breaches and other privacy- and security-related incidents and may face increased costs and requirements to expend substantial resources in the event of an actual or perceived privacy or security breach or other incident.

We are subject to evolving laws, regulations, standards, policies, and contractual obligations related to data privacy and security laws and regulations, and our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business, prospects, financial condition and operating results.

We are subject to or affected by a number of federal, state and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information, including that of our employees, customers and others. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may be inconsistent or may change or additional laws may be adopted. In addition, our agreements with certain customers may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, result in penalties or fines, result in litigation, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach.

The global data protection landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. We may not be able to monitor and react to all developments in a timely manner. For example, California adopted the California Consumer Privacy Act (“CCPA”), which became effective in January 2020. The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. The CCPA requires covered businesses to provide new disclosures to California residents, provide them new ways to opt-out of certain disclosures of personal information, and allow for a new cause of action for data breaches. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California voters in the November 3, 2020 election. The CPRA creates obligations relating to consumer data beginning on January 1, 2022, with implementing regulations expected on or before July 1, 2022, and enforcement beginning July 1, 2023. The CPRA significantly modifies the CCPA, potentially resulting in further uncertainty. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States. Other states have begun to propose and enact similar laws. For example, Virginia has enacted the Virginia Consumer Data Protection Act, which provides for obligations similar to the CCPA, and which will go into effect January 1, 2023. As we expand our operations, the CCPA, CPRA, and other laws and regulations relating to privacy and data security may increase our compliance costs and potential liability. Compliance with any applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms to comply with such laws and regulations.

Additionally, as our international presence expands, we may become subject to or face increasing obligations under laws and regulations in countries outside the United States, many of which, such as the European Union’s General Data Protection Regulation (“GDPR”) and national laws supplementing the GDPR, as well as legislation substantially implementing the GDPR in the United Kingdom, are significantly more stringent than those currently enforced in the United States. The GDPR requires companies to meet stringent requirements regarding the handling of personal data of individuals located in the European Economic Area (“EEA”). The GDPR also includes significant penalties for noncompliance, which may result in monetary penalties of up to the higher of €20 million or 4% of a group’s worldwide turnover for the preceding financial year for the most serious violations. The United Kingdom’s version of the GDPR, the UK GDPR, which it maintains along with its Data Protection Act (collectively, the “UK GDPR”), also provides for substantial penalties that, for the most serious violations, can go up to the greater of £17.5 million or 4% of a group’s worldwide turnover for the preceding financial year. Many other jurisdictions globally are considering or have enacted legislation providing for local storage of data or otherwise imposing privacy, data protection and data security obligations in connection with the collection, use and other processing of personal data.

We publish privacy policies and other documentation regarding our collection, processing, use and disclosure of personal information and/or other confidential information. Although we endeavor to comply with our published policies and other documentation, we may at times fail to do so or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance, including if our employees, contractors, service providers or vendors fail to comply with our published policies and documentation. Such failures can subject us to potential action by governmental or regulatory authorities if they are found to be deceptive, unfair, or misrepresentative of our actual practices. Any actual or perceived inability of us to adequately address privacy and security concerns or comply with applicable laws, rules and regulations relating to privacy, data protection or data security, or applicable privacy notices, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breach, and other significant costs, penalties, and other liabilities. Any such claims or other proceedings could be expensive and time-consuming to defend and could result in adverse publicity. Any of the foregoing may have an adverse effect on our business, prospects, results of operations, and financial condition.

We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business, prospects, financial condition and operating results.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, business partners, third-party intermediaries, representatives, and agents from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to government officials, political candidates, political parties, or commercial partners for the purpose of obtaining or retaining business or securing an improper business advantage.

We have direct and indirect interactions with foreign officials, including in furtherance of sales to governmental entities in non-U.S. countries. We sometimes leverage third parties to conduct our business abroad, and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of our employees or these third-parties, even if we do not explicitly authorize or have actual knowledge of such activities. The FCPA and other applicable laws and regulations also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, there can be no assurance that all of our employees, business partners, third-party intermediaries, representatives, and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.

Any violations of the laws and regulations described above may result in whistleblower complaints, adverse media coverage, investigations, substantial civil and criminal fines and penalties, damages, settlements, prosecution, enforcement actions, imprisonment, the loss of export or import privileges, suspension or debarment from government contracts, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences, any of which could adversely affect our business, prospects, financial condition and operating results. In addition, responding to any investigation or action will likely result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Risks Related to Quantum X Labs’s Business and Industry

Quantum X Labs’s success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital content as effective alternatives to traditional offline marketing products and services.

Quantum X Labs provides digital advertising platforms. Its revenues are derived from the sale of its platforms. If the demand for digital advertising does not continue to grow or customers do not embrace its platforms, this could have a material adverse effect on its business and financial condition.

Quantum X Labs’s success also depends, in part, on its ability to compete for a share of available advertising/marketing expenditures as more traditional offline and emerging media companies continue to enter the digital advertising market, as well as on the continued growth and acceptance of digital advertising generally. If for any reason digital advertising is not perceived as effective (relative to traditional advertising), web browsers, software programs and/or other applications that limit or prevent advertising from being displayed become commonplace and/or the industry fails to effectively manage click fraud, the market for digital advertising will be negatively impacted. Any lack of growth in the market for digital advertising could adversely affect its business, financial condition, and results of operations.

Online platform updates, including operating systems, search engines, browsers and social media might affect Quantum X Labs’s ability to generate revenues, temporarily or permanently.

Quantum X Labs complies with certain guidelines promulgated by online platforms for the use of the respective brands and services. Online platforms may unilaterally update their policies and guidelines, which could, in turn, require modifications to, or prohibit and/or render obsolete certain of its advertising solutions, products, services and practices, which could be costly to address or otherwise have an adverse effect on its business, its financial condition and results of operations. Noncompliance with platforms’ guidelines, whether by Quantum X Labs or by third parties it works with, if not cured, could result in such online platforms’ suspension of some or all of their services to it, or to the websites of third parties it works with, or the reimbursement of funds paid to it, or the imposition of additional restrictions on our advertising abilities or the termination of certain advertising agreements with its customers.

Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit Quantum X Labs’s ability to offer advertising services, or materially change their guidelines, technology or the way they operate, its ability to generate revenue from advertising could be significantly reduced.

As Quantum X Labs provides its services through the internet, it’s reliant on its ability to work with the different internet browsers, search engines and advertisement platforms. If Microsoft, Google, Apple, Meta or other companies that provide internet browsers, advertisement platforms and search engines, effectively further restrict, discourage or otherwise hamper companies, like Quantum X Labs, from offering or advertising services, this would continue to cause a material adverse effect on its revenue and its financial results.

The use of third-party software solutions for the purpose of blocking ads and/or alerts may cause Quantum X Labs’s business to suffer.

Digital advertising may be blocked by third-party providers. As a result, Quantum X Labs may lose both existing and potential new customers and its ability to generate revenue will be negatively impacted.

Quantum X Labs depends on supply sources to provide it with advertising inventory in order for it to deliver advertising campaigns in a cost-effective manner.

Quantum X Labs relies on a diverse set of publishers including direct publishers, advertising exchange platforms, social networks and other platforms, that aggregate advertising inventory, to provide it with high-quality digital advertising inventory on which it delivers ads, collectively referred to as “supply sources”. The future growth of Quantum X Labs’s advertising business will depend, in part, on its ability to maintain, expand and further develop successful business relationships in order to increase the network of its supply sources.

Quantum X Labs’s supply sources typically make their advertising inventory available to it on a non-exclusive basis and are not required to provide any minimum amounts of advertising inventory to it or to provide it with a consistent supply of advertising inventory, at any predetermined price or through real time bidding. Supply sources often maintain relationships with various sources of demand that compete with Quantum X Labs, and it is easy for supply sources to quickly shift their advertising inventory among these demand sources, or to shift inventory to new demand sources, without notice or accountability. Supply sources may also seek to change the terms at which they offer inventory to Quantum X Labs, or they may allocate their advertising inventory to its competitors who offer more favorable economic terms, better solutions and advanced technology. Supply sources may also elect to sell all, or a portion, of their advertising inventory directly to advertisers and agencies, or they may develop their own competitive offerings, which could diminish the demand for Quantum X Labs’s solutions. In addition, significant supply sources within the industry may enter into exclusivity arrangements with Quantum X Labs’s competitors, which could limit its access to a meaningful supply of inventory. As a result of all of these factors, Quantum X Labs’s supply sources may not supply it with sufficient amounts of high-quality digital advertising inventory in order for it to fulfill the demands of its advertising customers.

Because of these factors, Quantum X Labs seeks to expand and diversify its supply sources; nonetheless, if its supply sources terminate or reduce its access to their advertising inventory, increase the price of inventory or place significant restrictions on the sale of their advertising inventory, or if platforms or exchanges terminate its access to them and it is unsuccessful in establishing or maintaining its relationships with supply sources on commercially reasonable terms, it may not be able to replace this with inventory from other supply sources that satisfy its requirements in a timely and cost-effective manner. If any of these happens, Quantum X Labs’s revenue could decline or its cost of acquiring inventory could increase, which, in turn, could lower its operating margins and materially adversely affect its advertising business.

Reliance upon Quantum X Labs’s top customers may adversely affect its revenue and operating results.

Quantum X Labs’s main customers represented approximately 78% and 79% of its consolidated revenue for the years ended December 31, 2025, and 2024, respectively on a pro forma basis. It is likely that Quantum X Labs will depend on a relatively small number of customers for a significant portion of its revenue in the future. If a top customer fails to pay Quantum X Labs, cash flow from operations would be impacted and its operating results and financial condition could be harmed. Additionally, if Quantum X Labs were to lose a material customer, it may not be able to offer its services at similar utilization or pricing levels and such loss could have an adverse effect on its business until the services are offered at similar utilization or pricing levels.

Reliance upon material suppliers may adversely affect Quantum X Labs’s revenue and operating results.

Quantum X Labs is dependent on certain material suppliers and service providers for some of the services it renders. In certain cases, Quantum X Labs relies on a single supplier and/or service provider for the services it offers its customers. In most cases Quantum X Labs does not have long term contracts with these suppliers, and even in the cases where it does, the contracts include significant qualifications that would make it extremely difficult for it to force the supplier or service provider to provide it with their services, should they choose not to do so. Quantum X Labs is therefore subject to the risk that these third-parties it works with will not be able or willing to continue to provide it with services that meet its specifications, quality standards and delivery schedules. Factors that could impact these third parties’ willingness and ability to continue to provide Quantum X Labs with the required services include disruption at or affecting their facilities, such as work stoppages or natural disasters, adverse weather or other conditions that affect their supply, their financial conditions and/or deterioration in its relationships with these third parties. In addition, Quantum X Labs cannot be sure that it will be able to procure the services it needs on satisfactory terms. Any increase in costs could reduce Quantum X Labs’s revenues and harm its gross margins. In addition, any loss of a material supplier and/or service provider may permanently cause a change in one or more of Quantum X Labs’s services that may not be accepted by its customers or cause it to eliminate that product altogether.

Quantum X Labs may not be able to receive credit facility to fund its operations on favorable terms, if at all.

Quantum X Labs generally finances its operations primarily through a combination of cash flow generated from operations and borrowings under its credit facilities, loans, and through credit with its vendors. Quantum X Labs’s ability to access capital through its existing credit facilities and raise additional capital by expanding its credit facilities on economically favorable terms (including available borrowing line and the rate of interest charged thereunder) or at all, or if it is in violation of its financial covenants in the future and does not receive a waiver, depends on its ability to stay in compliance with a financing agreement, which imposes certain limitations. In addition, and as a result of the decrease in its revenues, Quantum X Labs’s financial performance has been negatively impacted, which may affect the terms on which it is able to obtain credit facilities and loans.

If adequate capital is not available at the time Quantum X Labs needs it, it may have to curtail future growth or change its expansion plans, which could have a material adverse effect on it.

If borrowing under Quantum X Labs’s existing credit facilities is reduced, or otherwise becomes unavailable, or it is unable to arrange substitute financing facilities or other sources of capital, its ability to fund its operations would be impaired, which would have a material adverse effect on its results of operations.

Quantum X Labs may be unable to pay its obligations when they become due.

Quantum X Labs has financed its acquisitions principally through the raising of debt, credit facilities, and its operations through credit with our vendors. Its ability to continue its operations and to pay its obligations, including under a financing agreement with Bank Leumi Le Israel Ltd (the “Financing Agreement”) and credit facilities, when they become due is contingent upon obtaining additional financing.

In addition, during August 2024, Quantum X Labs renegotiated the terms of the Financing Agreement and entered into the Fourth Addendum to the Financing Agreement. The availability of the credit facilities is subject to Quantum X Labs successfully raising additional capital and depositing at least $2,000,000 with Gix Media. If Quantum X Labs and certain of its subsidiaries cannot maintain compliance with the terms and covenant of the Financing Agreement, or if it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned operations, and/or consider reductions in personnel costs or other operating costs, in addition to the measures currently contemplated pursuant to the Financing Agreement.

Quantum X Labs’s success is dependent on the preferences of consumers, internet users and advertisers.

Quantum X Labs’s services rely on the digital devices used by consumers and users. To the extent that users change their consumption habits, or to the extent that traffic does not grow, its activities may decrease and its business operations could be harmed.

A change in advertisers’ preferences could also affect Quantum X Labs’s operations. Advertisers may change their preferences relating to their willingness to work with certain technologies and certain advertising platforms, which could reduce Quantum X Labs’s activities and harm its business operations.

A loss of the services of Quantum X Labs’s technology vendors could adversely affect the execution of its business strategy.

Should some of Quantum X Labs’s technology vendors terminate their relationship with Quantum X Labs, Quantum X Labs’s ability to continue the development of some of its platforms could be adversely affected, until such time that Quantum X Labs finds an adequate replacement for these vendors, or until such time that it can continue the development on its own.

Quantum X Labs’s Search Platform depends heavily upon revenue generated from the material agreement with the Gix Major Customer, and any adverse change in that agreement could adversely affect Quantum X Labs’s business, financial condition and results of operations.

Quantum X Labs is highly dependent on the material agreement with the Gix Major Customer. If this material agreement is terminated or substantially amended (not on favorable terms), Quantum X Labs would experience a material decrease in its revenue from its Search Platform or the profits it generates and would be forced to seek alternative customers, at less competitive terms or accelerate the business we have with the current search engines. There are few companies in the market that provide internet search and search advertising services with whom Quantum X Labs can directly engage with in the same manner which it is engaged with the Gix Major Customer. Such companies are substantially the only participants in western markets, and competitors do not offer as much coverage through sponsored links or searches. Quantum X Labs may divert its operations and user traffic to other third-party partners which provide search feed to search engines, however it cannot guarantee that it will be successful. If Quantum X Labs fails to quickly locate, negotiate and finalize alternative arrangements or otherwise expedite current operations it has with such alternative search providers, or if it does, but the alternatives do not provide for terms that are as favorable as those currently provided and utilized, it would experience a material reduction in its revenue and, in turn, its business, financial condition and results of operations would be adversely affected.

Quantum X Labs relies on third-party Internet, mobile, and other products and services to deliver its mobile and web applications to its customers, and any disruption of, or interference with, its use of those services could adversely affect its business, financial condition, results of operations, and customers.

A failure in its technology infrastructure may adversely affect Quantum X Labs’s business and financial condition and disrupt its customers’ businesses.

Quantum X Labs utilizes “Cloud” servers, which are not immune to failures and is not without substantial risk, particularly at a time when businesses of almost every kind are finding themselves subject to an ever-expanding range of privacy, data collection and processing and cybersecurity laws and regulations, document retention requirements, and other standards of accountability. Such failures and risks, if materialized, could affect Quantum X Labs’s activities, including its ad space-purchasing and processing capabilities.

Risks Related to Quantum X Labs’s Competition

Large and established internet and technology companies, such as Google and Facebook, play a substantial role in the digital advertising market and may significantly impair Quantum X Labs’s ability to operate in this industry.

Google is a substantial player in the digital advertising market along with other players such as Microsoft. In addition, a small number of social network companies, such as Facebook, account for a large portion of digital advertising budgets. The high concentration of power among Google, Facebook and some other large market participants causes Quantum X Labs to be subject to any unilateral changes they may make with respect to advertising on their respective platforms, which may be more lucrative than alternative methods of advertising or partnerships with other publishers that are not subject to such changes. Furthermore, Quantum X Labs could have limited ability to respond to, and adjust for, changes implemented by large market participants.

These companies, along with other large and established Internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace. If Quantum X Labs fails to comply with or adopt to such changes, on the same level as its competitors, it may harm its ability to compete effectively in its market and operate in its market.

The digital advertising market is highly competitive. If Quantum X Labs cannot compete effectively in this market, its revenues are likely to decline.

Quantum X Labs faces intense competition in the marketplace. It operates in a dynamic market that is subject to rapid development and introduction of new technologies, products and solutions, changing branding objectives, evolving customer demands and industry guidelines, all of which affect its ability to remain competitive. There are a large number of companies and advertising technology companies that offer products or services similar to Quantum X Labs’s and that compete with it for finite advertising budgets. There are also a large number of niche companies that are competitive with Quantum X Labs, as they provide a subset of the services that Quantum X Labs provides. Some of Quantum X Labs’s existing and potential competitors may be better established, benefit from greater name recognition, may offer solutions and technologies that Quantum X Labs does not offer or that are more evolved than Quantum X Labs’s, and may have significantly more financial, technical, sales and marketing resources than Quantum X Labs does. In addition, some competitors, particularly those with a larger and more diversified revenue base and a broader offering, may have greater flexibility than Quantum X Labs does to compete aggressively on the basis of price and other contract terms as well as respond to market changes. Additionally, companies that do not currently compete with Quantum X Labs in this space may change their services to be competitive if there is a revenue opportunity, and new or stronger competitors may emerge through consolidations or acquisitions. If Quantum X Labs’s platforms are not perceived as competitively differentiated or Quantum X Labs fails to develop adequately to meet market evolution, it could lose customers and market share or be compelled to reduce its prices and harm its operational results.

Quantum X Labs’s implementation and use of artificial intelligence technologies may not be successful, which may impair its ability to compete effectively, result in reputational harm and have an adverse effect on its business.

Quantum X Labs uses artificial intelligence technologies (“AI”) throughout its business and continuously attempts to improve its use of such technologies. For example, Quantum X Labs uses AI to translate articles from English into multiple languages on its content platform. As with many technological innovations, there are significant risks and challenges involved in developing, maintaining, and deploying these technologies and there can be no assurance that the usage of such technologies will always enhance Quantum X Labs’s products or services or be beneficial to its business, including to its efficiency or profitability. In addition, the market for AI is rapidly evolving and remains unproven in many industries, including Quantum X Labs’s own. Quantum X Labs cannot ensure that the market will continue to grow or that it will grow in the manner it anticipates.

Quantum X Labs is currently in various stages of development of its AI systems, and it may not be successful in such development in the face of novel and evolving technical, reputational and market factors. The development, maintenance and operation of Quantum X Labs’s artificial intelligence technologies are expensive and complex, and may involve unforeseen difficulties including material performance problems, undetected defects, or errors. Furthermore, Quantum X Labs uses third-party AI technologies or software, which may introduce significant risks to its cybersecurity as these could spread vulnerabilities, defects viruses, ransomware, or malware through our products and/or services across its supply chain and operations. Quantum X Labs may encounter technical obstacles, and it is possible that it may discover additional problems that may prevent its technologies from operating properly, which could adversely affect its business, customer relationships and reputation.

Quantum X Labs faces significant competition from other companies in its industry in relation to the development and deployment of AI. Those other companies may develop AI technologies that are similar or superior to Quantum X Labs’s and/or are more cost-effective and/or quicker to develop and deploy. If Quantum X Labs cannot develop, offer, or deploy new AI technologies as effectively, as quickly and/or as cost-efficiently as its competitors, Quantum X Labs could experience a material adverse effect on its results of operation, customer relationships and growth.

Quantum X Labs may not be able to protect its systems, technology, and infrastructure from cyberattacks.

Quantum X Labs relies on information technology systems to operate and manage its business and to process, maintain, and safeguard information, including information related to its customers, partners, and personnel. This information is stored and managed within its 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 attacks by perpetrators of malicious technology-related events, such as the use of botnets, malware or other destructive or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and other similar malicious activities. The incidence of events of this nature (or any combination thereof) is on the rise worldwide. Since the beginning of the war between Israel and Hamas which began on October 7, 2023, Israeli and Israeli associated companies have become more frequent targets of cyberattacks. As such, the risk of a cyberattack against Quantum X Labs’s platforms may become heightened. While Quantum X Labs continuously develops and maintains systems designed to detect and prevent events of this nature from impacting its platforms, Quantum X Labs has invested and continues to invest in these efforts. These efforts are costly and require ongoing monitoring and updating as technologies change and efforts to overcome preventative security measures become more sophisticated.

Any event of this nature that Quantum X Labs experiences could damage its systems, technology, or infrastructure, prevent Quantum X Labs from providing its services, compromise the integrity of its services, damage its reputation and/or be costly to remedy, as well as subject Quantum X Labs to investigations by regulatory authorities, fines and/or litigation that could result in liability to third parties.

As the regulatory framework for AI evolves, including with respect to unintentional bias and discrimination, Quantum X Labs’s business, financial condition, and results of operations may be adversely affected.

Quantum X Labs’s business increasingly relies on artificial intelligence technologies, machine learning and automated decision-making technologies and the legal and regulatory framework governing such technologies is rapidly evolving, and Quantum X Labs may not always be able to anticipate how to respond to applicable laws, regulations, regulatory guidance and evolving industry standards. Many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations governing the use of such technologies. There is also an increase in litigation in a number of jurisdictions, including the United States, relating to the development, security and use of artificial intelligence, including claims relating to intellectual property, privacy, consumer protection and alleged discriminatory outcomes.

For example, government authorities in the United States, Europe and other jurisdictions have adopted, proposed or are actively considering laws, regulations and guidance relating to artificial intelligence, including with respect to transparency, accountability, data governance, consumer protection, intellectual property, privacy, cybersecurity, algorithmic bias, discrimination and automated decision-making. The European Union’s Artificial Intelligence Act has entered into force and imposes a phased regulatory framework that may apply extraterritorially to companies offering AI-enabled products or services in the European Union. In the United States, while the federal regulatory approach continues to evolve, various federal agencies have asserted oversight authority over AI-related activities under existing laws, and multiple state and local jurisdictions have adopted or are considering AI-specific requirements.

It is possible that the U.S. and international artificial intelligence regulatory frameworks, along with the adoption of new laws and regulations in other jurisdictions, or the interpretation of existing laws and regulations, may affect the operation of Quantum X Labs’s platforms and services and the way in which it uses artificial intelligence, including with respect to how it trains its models, unintentional bias and discrimination, the use of third-party or proprietary data, automated decision-making, consumer disclosures, privacy compliance, cybersecurity and intellectual property rights. Failure to comply with such laws or regulations could subject Quantum X Labs to legal or regulatory liability, investigations, enforcement actions, fines, penalties, contractual disputes or reputational harm.

Further, the cost of complying with such laws or regulations could be significant and would increase Quantum X Labs operating expenses, which could adversely affect its business, financial condition and results of operations. Compliance may also require Quantum X Labs to implement additional governance, testing, monitoring, disclosure or technical controls, modify or limit certain products, services or business practices, delay product development or commercialization, or discontinue certain uses of artificial intelligence technologies altogether. In addition, if Quantum X Labs’ artificial intelligence systems produce inaccurate, misleading, biased, discriminatory, infringing, insecure or otherwise problematic outputs, Quantum X Labs could face legal, regulatory, commercial or reputational consequences, which could materially adversely affect its business, financial condition and results of operations.

Risks Related to Israeli Law and Our Operations in Israel

Our headquarters and other significant operations are located in Israel and, therefore, our results may be adversely affected by political, economic and military instability in Israel.  

Our executive offices are located in Tel Aviv, Israel. In addition, the majority of our key employees, officers and directors are residents of Israel. Accordingly, political, economic and military conditions in the Middle East may affect our business directly. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region, including Hamas (an Islamist militia and political group in the Gaza Strip), Hezbollah (an Islamist militia and political group in Lebanon) and Iran, which have involved missile strikes, hostile infiltrations, terrorism against civilian targets in various parts of Israel, and recently abduction of soldiers and citizens.

Following the October 7, 2023 attacks by Hamas, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. In addition, in October 2025, Israel and Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as agreement will hold. While the conflict has created heightened security concerns, disruptions to business operations, and economic instability, the ceasefire may contribute to improved regional stability. However, the security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition. As a result, the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries.

On June 13, 2025, Israel launched a strike against Iran, aimed to disrupt Iran’s capacity to coordinate or launch hostilities against Israel. Iran has retaliated in response, firing missiles and drones at Israeli military and civilian 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. While a temporary ceasefire agreed to between Iran and the U.S. on April 8, 2026 as part of ongoing negotiations for a permanent ceasefire agreement, the situation remains volatile and uncertain. Although the ceasefire has been subject to extensions and continued diplomatic engagement, it has reportedly been characterized by tensions, alleged violations and stalled negotiations. We cannot predict if and to what extent this ceasefire will remain in effect or upheld or whether hostilities may resume or further escalate. In addition, in March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation. In response, Israel resumed military operations against Hezbollah in southern Lebanon. 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 Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. 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.

In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service, including the CEO of Gix Media who was called up for reserve service, but has since returned to work full time and his pre-war military reserve duties. Although many of such military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war in Gaza and along Israel’s other borders. We rely on service providers located in Israel and have entered into certain agreements with Israeli counterparties. The absence of our employees or service providers due to their military service in the future may materially and adversely affect our ability to conduct our operations.

Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. As such, our product and business development activities remain on track. However the intensity and duration of the security situation in Israel have been difficult to predict, as are 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.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of certain direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that such government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

The global perception of Israel and Israeli companies, influenced by actions by international judicial bodies, may lead to increased sanctions and other negative measures against Israel, as well as Israeli companies and academic institutions. There is also a growing movement among countries, activists, and organizations to boycott Israeli goods, services and academic research or restrict business with Israel, which could affect business operations. If these efforts become widespread, along with any future rulings from international tribunals against Israel, they could significantly and negatively impact business operations.

Prior to the October 2023 war, the Israeli government pursued changes to Israel’s judicial system and has recently renewed its efforts to effect such changes. In response to the foregoing developments, certain individuals, organizations, and institutions, both within and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment in Israel. Such proposed changes may also lead to political instability or civil unrest. If such changes to Israel’s judicial system are pursued by the government and approved by the parliament, this may have an adverse effect on our business, results of operations, and ability to raise additional funds, if deemed necessary by our management and board of directors.

Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service.

Certain of our employees and consultants in Israel, including members of our senior management, may be obligated to perform military reserve duty generally until they reach the age of 40 (or older, for officers or other citizens who hold certain positions in the Israeli armed forces reserves) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be similar large-scale military reserve duty call-ups in the future. Our operations could be disrupted by the absence of a significant number of our officers, directors, employees and consultants. Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations.

We are exposed to fluctuations in currency exchange rates.

Our functional currency is the U.S. dollar and our revenue and expenses are primarily denominated in U.S. dollars, with the exception of a portion of our operating expenses that consists of employee salaries and lease payments on our Israeli facilities, which are incurred in NIS. In addition, Quantum X Labs’s revenues are denominated primarily in U.S. dollars, and we expect its future revenues to be denominated primarily in U.S. dollars. However, certain amount of our Quantum X Labs’s expenses and investments are in NIS. Therefore, we are exposed to currency exchange fluctuations in other currencies, particularly in NIS and the risks related thereto. As a result, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk. Thus, we are exposed to the risks that: (a) the NIS may appreciate relative to the dollar; (b) the NIS devalue relative to the dollar; (c) the inflation rate in Israel may exceed the rate of devaluation of the NIS; or (d) the timing of such devaluation may lag behind inflation in Israel. In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected. Our operations also could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future.

The termination or reduction of tax and other incentives that the Israeli government provides to Israeli companies may increase our costs and taxes.

The Israeli government currently provides tax and capital investment incentives to Israeli companies, as well as grant and loan programs relating to research and development and marketing and export activities. We may in the future to receive grants from governmental authorities, including grants from the Israel Innovation Authority (“IIA”) and similar bodies, which are provided for research and development purposes. These incentives and grants impose restrictions on the activities of the recipient companies, such as limitations on manufacturing outside of Israel and on selling know-how to foreign entities. Violating these restrictions, according to the approval letters and relevant laws, may subject the violating companies to various sanctions, including financial and criminal penalties. Changes in the budgets of the aforementioned governmental bodies, which prevent or reduce the grants and/or incentives we may receive in the future, could materially impact our operations and results. Furthermore, foreign investments are influenced, among other things, by the continued encouragement of foreign investments by regulatory bodies in Israel, including in the area of taxation. If such encouragement of foreign investments is discontinued and/or restricted, it could harm foreign investments in us and consequently impair our operations.

We received Israeli government grants for certain of our research and development activities, the terms of which may require us to pay royalties and to satisfy specified conditions in order to manufacture products and transfer technologies outside of Israel. If we fail to satisfy these conditions, we may be required to pay penalties and refund grants previously received.

Deliverz.ai’s research and development efforts have been financed in part through royalty-bearing grants in an aggregate amount of approximately NIS 1.4 million ($439 thousand) that Deliverz.ai received from the IIA as of December 31, 2025. With respect to the royalty-bearing grants, we are committed to pay royalties at a rate of 2.5% to 3% on sales proceeds from our products that were developed under IIA programs, up to the total amount of grants received and bearing interest rate at an annual rate of SOFR applicable to U.S. dollar deposits. As of December 31, 2025, Deliverz.ai did not recognize a liability to the IIA, as there is uncertainty regarding the generation of future revenues and the completion of the development. Until October 25, 2023, the interest was calculated at a rate based on 12-month LIBOR applicable to US Dollar deposits. However, on October 25, 2023, the IIA published a directive concerning changes in royalties to address the expiration of the LIBOR. Under such directive, regarding IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024, the annual interest is calculated at a rate based on 12-month Secured Overnight Financing Rate, or SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024, the annual interest shall be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. Additionally, if the IIA’s research committee grants us approval to transfer manufacturing rights or part of them outside of Israel, according to the provisions of the Research Law and the relevant benefit track, we will be required to pay royalties up to a total amount equal to 300% of the IIA grant amount plus annual interest, as determined by the IIA and according to the manufacturing rights which transfer outside of Israel is approved by the IIA. We do not anticipate being required to pay royalties at the increased rate. Furthermore, if the IIA’s research committee grants us approval to transfer know-how outside of Israel, according to the provisions of the Research Law and the relevant benefit track, we will be required to pay royalties up to a total amount equal to up to six times the total grants received by us under the Research Law and other IIA support tracks, regarding that know-how, plus annual interest.

We are further required to comply with the requirements of the Israeli Encouragement of Industrial Research, Development and Technological Innovation Law, 5744-1984, as amended, and related regulations, or the Research Law, with respect to those past grants. When a company develops know-how, technology or products using IIA grants, the terms of these grants and the Research Law restrict the transfer or license of such know-how, and the transfer of manufacturing or manufacturing rights of such products, technologies or know-how outside of Israel, without the prior approval of the IIA. Therefore, the discretionary approval of an IIA committee would be required for any transfer or license to third parties inside or outside of Israel of know-how or for the transfer outside of Israel of manufacturing or manufacturing rights related to those aspects of such technologies. We may not receive those approvals. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits us to transfer technology or development. As part of the conditions for receiving the IIA grant, we committed, among other things, to comply with the provisions of the Research Law and the intellectual property laws as they may be in effect from time to time in Israel. We also committed that if it is convicted of an offense under the intellectual property laws of Israel, in a final and conclusive judgment in an Israeli court, the IIA may cancel any benefit we received from it, including a grant, loan, tax benefit, or any other financial advantage, or part of such benefit, and demand their return with interest and linkage differentials as required by law. Additionally, we and our controlling shareholder or interested party (as defined in the Securities Law), as applicable, should report to the IIA’s research committee on any change in control of the company and any change in the holding of control means (as defined in the Securities Law) in the company, which makes someone who is not an Israeli citizen or resident or a corporation incorporated in Israel, a direct interested party in the company. Upon such reporting, the interested party will sign an undertaking towards the IIA to comply with the provisions of the Research Law in the form published by the IIA.

The transfer or license of IIA-supported technology or know-how outside of Israel and the transfer of manufacturing of IIA-supported products, technology or know-how outside of Israel may involve the payment of significant amounts, depending upon the value of the transferred or licensed technology or know-how, our research and development expenses, the amount of IIA support, the time of completion of the IIA-supported research project and other factors. These restrictions and requirements for payment may impair our ability to sell, license or otherwise transfer our technology assets outside of Israel or to outsource or transfer development or manufacturing activities with respect to any product or technology outside of Israel. Furthermore, the consideration available to our shareholders in a transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA.

We may be required to pay monetary remuneration to our Israeli employees for their inventions, even if the rights to such inventions have been duly assigned to us.

We generally enter into agreements with our Israeli employees pursuant to which such individuals agree that any inventions created in the scope of their employment are either owned exclusively by us or are assigned to us, depending on the jurisdiction, without the employee retaining any rights. A portion of our intellectual property has been developed by our Israeli employees during their employment for us. Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee during the course of his or her employment and within the scope of said employment are considered “service inventions. Service inventions belong to the employer by default, absent a specific agreement between the employee and employer otherwise. The Patent Law also provides that if there is no agreement regarding the remuneration for the service inventions, even if the ownership rights were assigned to the employer, the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patent Law, shall determine whether the employee is entitled to remuneration for these inventions. The Committee has not yet determined the method for calculating this Committee-enforced remuneration. While it has previously been held that an employee may waive his or her rights to remuneration in writing, orally or by conduct, litigation is pending in the Israeli labor court is questioning whether such waiver under an employment agreement is enforceable. Although our Israeli employees have agreed that we exclusively own any rights related to their inventions, we may face claims demanding remuneration in consideration for employees’ service inventions. As a result, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business.

We have non-competition agreements with our employees, all of which are governed by Israeli law. These agreements prohibit our employees from competing with or working for our competitors, generally during their employment and for up to 12 months after termination of their employment. However, Israeli courts are reluctant to enforce non-compete undertakings of former employees and tend, if at all, to enforce those provisions for relatively brief periods of time in restricted geographical areas, and only when the employee has obtained unique value to the employer specific to that employer’s business and not just regarding the professional development of the employee. If we are not able to enforce non-compete covenants, we may be faced with added competition.

Provisions of Israeli law and our articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, us, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.

Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For example, a merger may not be consummated unless at least 50 days have passed from the date on which a merger proposal is filed by each merging company with the Israel Registrar of Companies and at least 30 days have passed from the date on which the shareholders of both merging companies have approved the merger. In addition, a majority of each class of securities of the target company must approve a merger. Moreover, a tender offer for all of a company’s issued and outstanding shares can only be completed if the acquirer receives positive responses from the holders of at least 95% of the issued share capital. Completion of the tender offer also requires approval of a majority of the offerees that do not have a personal interest in the tender offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the Company’s outstanding shares. Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the completion of the tender offer, claim that the consideration for the acquisition of the shares does not reflect their fair market value, and petition an Israeli court to alter the consideration for the acquisition accordingly, unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek such appraisal rights, and the acquirer or the company published all required information with respect to the tender offer prior to the tender offer’s response date.

In addition, Israeli corporate law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions.

Israeli corporate law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.

Provisions in our articles of association may discourage, delay, prevent or otherwise impede a merger, acquisition or other change in control of us that shareholders may consider favorable, including transactions in which they might otherwise receive a premium for their ordinary shares. As such, these provisions could also limit the price that investors might be willing to pay in the future for our ordinary shares, thereby depressing the market price of our ordinary shares. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors.

Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares has occurred. These provisions could delay, prevent or impede an acquisition of us or our merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders.

As a corporation incorporated under the laws of the State of Israel, we are also subject to the Israeli Economic Competition Law, 1988 and the regulations promulgated thereunder (formerly known as the Israeli Antitrust Law, 1988), under which we may be required in certain circumstances to obtain the approval of the Israel Competition Authority (formerly known as the Israel Antitrust Authority) in order to consummate a merger or a sale of all or substantially all of our assets.

Rights and responsibilities of shareholders will be governed in key respects by Israeli laws, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.

The rights and responsibilities of the holders of our ordinary shares are governed by our articles of association and by Israeli law. These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders in U.S. companies. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders, and to refrain from abusing its power in such company, including, among other things, in voting at a general meeting of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and acquisitions and related party transactions requiring shareholder approval, as well as a general duty to refrain from discriminating against other shareholders. In addition, a shareholder who is aware that it possesses the power to determine the outcome of a vote at a meeting of the shareholders or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist us in understanding the nature of these duties or the implications of these provisions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. companies.

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

Most of our directors or officers are not residents 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 and enforcement of judgments obtained in the United States against us or our non-U.S. directors and executive officers may be difficult to obtain within the United States. 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 Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.

Moreover, among other reasons, including but not limited to, fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Israel, 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) or if its enforcement is likely to prejudice the sovereignty or security of the State of Israel.

Risks Related to Ownership of Our Ordinary Shares

The market price of our ordinary shares may be highly volatile, and you could lose all or part of your investment.

The market price of our ordinary shares is likely to be volatile. This volatility may prevent you from being able to sell your ordinary shares at or above the price you paid for your securities. Our share price could be subject to wide fluctuations in response to a variety of factors, which include:

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our ordinary shares, regardless of our actual operating performance, and we have little or no control over these factors.

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

Prior to the anticipated listing of our ordinary shares on Nasdaq, our ordinary shares have traded only on the TASE and there has been no public market in the U.S. for our ordinary shares. There can be no assurance that our application to list our ordinary 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 ordinary shares as consideration. The lack of an active trading market may also reduce the fair value of your shares. When our ordinary shares commence trading on Nasdaq, we expect the initial listing price of our ordinary shares to likely be based on the current trading price of our ordinary shares on the TASE. However, we cannot predict the price at which our ordinary 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 ordinary shares will develop or be sustained in the United States or maintained in Israel.

Our management team will have broad discretion in making strategic decisions to execute their growth plans, and there can be no assurance that our management’s decisions will result in successful achievement of our business objectives or will not have unintended consequences that negatively impact our growth prospects.

Our management will have broad discretion in making strategic decisions to execute their growth plans and may devote time and company resources to new or expanded solution offerings, potential acquisitions, prospective customers or other initiatives that do not necessarily improve our operating results or contribute to our growth. Management’s failure to make strategic decisions that are ultimately accretive to our growth may result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our ordinary shares to decline.

Our principal shareholders have significant influence over us.

As of the date of this registration statement, our principal shareholders each holding more than 5% of our outstanding ordinary shares collectively beneficially own approximately 47.64% of our outstanding ordinary shares. See “Item 7.A. Major Shareholders”. These shareholders or their affiliates will be able to exert significant influence over us and, if acting together, will be able to control matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, including a merger, consolidation or sale of all or substantially all of our assets and the issuance or redemption of equity interests in certain circumstances. The interests of these shareholders may not always coincide with, and in some cases may conflict with, our interests and the interests of our other shareholders. For instance, these shareholders could attempt to delay or prevent a change in control of our company, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their ordinary shares. This concentration of ownership may also affect the prevailing market price of our ordinary shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in your best interests.

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

Our ordinary shares have been trading on the TASE since February 25, 1994. Assuming that our ordinary shares are listed for trading on the Nasdaq, trading in our ordinary shares will take place in different currencies (U.S. dollars on the Nasdaq and NIS on the TASE), and at different times (resulting from different time zones, trading days, and public holidays in the United States and Israel). 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 ordinary shares on the TASE could cause a decrease in the trading price of our ordinary shares on the Nasdaq.

If our existing shareholders sell ordinary shares, either on the TASE or Nasdaq, after our anticipated listing, the market price of our ordinary shares could decline.

The sale of substantial amounts of our ordinary shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of our ordinary shares on the TASE 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 the date of this registration statement, we have a total of 2,075,079 ordinary shares outstanding. 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 an aggregate of 622,524 ordinary shares issued in connection with the Deliverz.ai acquisition are subject to additional restrictions under the Israeli Securities Law, 5728-1968, or the Israeli Securities Law. Under Israeli Securities Law, no sales are permitted for the first six months after issuance, and for the following 18 months, sales each quarter cannot exceed 1% of the company’s outstanding share capital or, on any given trading day, more than the average daily trading volume on the TASE during the prior eight weeks.

We intend to file one or more registration statements on Form S-8 under the Securities Act to register our ordinary shares or securities convertible into or exchangeable for our ordinary shares issued pursuant to our equity incentive plans. The ordinary 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 ordinary shares.

As restrictions on resale end, the market price of our ordinary 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 ordinary shares or other securities.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or the ordinary shares, our share price and trading volume could decline.

The trading market for the ordinary shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding the ordinary shares, or provide more favorable relative recommendations about our competitors, the price of our ordinary shares would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our ordinary shares or trading volume to decline.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares.

Following our anticipated listing on Nasdaq, we will become subject to the periodic reporting requirements of the Exchange Act. Although we evaluated our internal controls over financial reporting and identified no material weakness, we may not have developed sufficient infrastructure to accurately and timely report our financial results and may otherwise have material weaknesses over internal systems of control leading to delay, errors and restatement of financial statements. We cannot provide assurance that material weaknesses or control deficiencies will not occur in the future.

There is a possibility that we, once a public company, will be unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our shares could be negatively affected. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls over financial reporting beginning with our annual report on Form 20-F following the date on which we are no longer an “emerging growth company” as defined in the JOBS Act (unless we meet the requirements of a non-accelerated filer). If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our ordinary shares could decline.

Our ability to successfully implement our business plan and comply with Section 404 of the Sarbanes-Oxley Act requires us to be able to prepare timely and accurate financial statements. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures, or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our independent registered public accounting firm. Moreover, we cannot be certain that these measures would ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we were to conclude, and our independent registered public accounting firm were to concur, that our internal control over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for our ordinary shares, and could adversely affect our ability to access the capital markets.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our ordinary shares.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. See “Item 5 –Operating and Financial Review and Prospects”, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue, and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ordinary shares.

We have never paid cash dividends on our share capital, and we do not plan on paying any cash dividends in the foreseeable future.

We have never declared or paid cash dividends, and we do not plan on paying cash dividends in the foreseeable future. Therefore, you should not rely on an investment in ordinary shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. In addition, the Israeli Companies Law, 5759-1999, or the Companies Law, imposes restrictions on our ability to declare and pay dividends.

We may be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of the ordinary shares if we are or were to become a PFIC.

Based on the projected composition of our income and valuation of our assets, we do not expect we were a PFIC for 2024, and we do not expect to become a PFIC in the future, although there can be no assurance in this regard. The determination of whether we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. We will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (1) at least 75% of our gross income is “passive income” or (2) on average at least 50% of our assets by value produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. Passive income also includes amounts derived by reason of the temporary investment of funds, including those raised in a public offering. In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account. The tests for determining PFIC status are applied annually, and it is difficult to make accurate projections of future income and assets which are relevant to this determination. In addition, our PFIC status may depend in part on the market value of the ordinary shares. Accordingly, there can be no assurance that we currently are not or will not become a PFIC in the future. If we are a PFIC in any taxable year during which a U.S. taxpayer holds the ordinary shares, such U.S. taxpayer would be subject to certain adverse U.S. federal income tax rules. In particular, if the U.S. taxpayer did not make an election to treat us as a “qualified electing fund”, or QEF, or make a “mark-to-market” election, then “excess distributions” to the U.S. taxpayer, and any gain realized on the sale or other disposition of the ordinary shares by the U.S. taxpayer: (1) would be allocated ratably over the U.S. taxpayer’s holding period for the ordinary shares; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, if the U.S. Internal Revenues Service, or the IRS, determines that we are a PFIC for a year with respect to which we have determined that we were not a PFIC, it may be too late for a U.S. taxpayer to make a timely QEF or mark-to-market election. U.S. taxpayers that have held the ordinary shares during a period when we were a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC in subsequent years, subject to exceptions for U.S. taxpayers who made a timely QEF or mark-to-market election. A U.S. taxpayer can make a QEF election by completing the relevant portions of and filing IRS Form 8621 in accordance with the instructions thereto. We do not intend to notify U.S. taxpayers that hold the ordinary shares if we believe we will be treated as a PFIC for any taxable year in order to enable U.S. taxpayers to consider whether to make a QEF election. In addition, we do not intend to furnish such U.S. taxpayers annually with information needed in order to complete IRS Form 8621 and to make and maintain a valid QEF election for any year in which we or any of our subsidiaries are a PFIC. U.S. taxpayers that hold the ordinary shares are strongly urged to consult their tax advisors about the PFIC rules, including tax return filing requirements and the eligibility, manner, and consequences to them of making a QEF or mark-to-market election with respect to the ordinary shares in the event that we are a PFIC (see “Item 10.E. Taxation—Certain Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Companies” for additional information).

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our ordinary 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 ordinary shares less attractive because we may rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for the ordinary shares, and the trading price may be more volatile and may decline.

As a “foreign private issuer” we are subject to less stringent disclosure requirements than domestic registrants and are permitted, and decided to elect to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. registrants.

As a foreign private issuer and emerging growth company, we may be subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events and the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act. 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 intend to rely on exemptions from certain U.S. rules which will permit us to follow Israeli legal requirements rather than certain requirements applicable to U.S. domestic registrants.

We will follow Israeli laws and regulations that are applicable to Israeli companies. However, Israeli laws and regulations applicable to Israeli companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic registrants that are non-accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information, although we will be subject to Israeli laws and regulations having substantially the same effect as Regulation Fair Disclosure. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Israeli law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. registrant.

These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2026. In the future, we would lose our foreign private issuer status if a majority of our shareholders, directors or management are U.S. citizens or residents and 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 registrant may be significantly higher.

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.

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 listing. 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.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, beginning as early as our second annual report on Form 20-F for the fiscal year ended December 31, 2023. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 20-F following the date on which we are no longer an emerging growth company. Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our shares could decline and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, which would require additional financial and management resources.

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.

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

The estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be inaccurate. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including as a result of any of the risks described in this Annual Report.

In addition, the variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable users or companies covered by our market opportunity estimates will purchase our offerings or generate any particular level of revenue for us. In addition, our ability to expand in any of our target markets depends on a number of factors, including the cost, performance, and perceived value associated with our platform and those of our competitors. Even if the markets in which we compete meet the size estimates and growth forecasted in this Annual Report, our business could fail to grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this registration statement should not be taken as indicative of our future growth.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Our legal and commercial name is Gix Internet Ltd. (the “Company”). We are a company limited by shares organized under the laws of the State of Israel and were incorporated on July 24, 1978, under the name Theodor Herzl Hotel Jerusalem Ltd. On November 8, 1993, we changed our name to Maariv Holding Ltd, on October 24, 2013, we changed our name to Algomizer Ltd, and on June 6, 2020, we changed our name to Gix Internet Ltd.

On February 7, 2019, we entered into share exchange agreement (the “Recapitalization Transaction”) with Quantum X Labs Inc. (Nasdaq: QXL) (f/k/a Viewbix Inc. (Nasdaq: VBIX) and prior to that, Virtual Crypto Technologies, Inc.), a company organized under the laws of the State of Delaware (“Quanum X Labs”), pursuant to which we assigned, transferred and delivered 99.83% of our holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to Quantum X Labs in exchange for shares of restricted common stock, par value $0.0001 per share, of Quantum X Labs, which resulted in Quantum X Labs becoming a majority-owned subsidiary of the Company. In connection with the Recapitalization Transaction, effective as of July 26, 2019, Quantum X Labs’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc. On April 30, 2026, Viewbix Inc. changed its name to Quantum X Labs Inc. As of the date hereof, we hold approximately 21.13% of Quantum X Labs’s outstanding shares of common stock following the closings of the November 2025 Private Placement and Quantum Acquisition (each as defined below and as further described below in Item 4. “Information on Our Company—B. Business Overview—Quantum X Labs, Investment in Digital Advertising and Changes in Our Business”. On September 25, 2025, following a decrease in our holding percentage in Quantum X Labs and a change in the composition of Quantum X Labs’s board of directors, we lost control over Quantum X Labs. Accordingly, as a result of losing both majority ownership and control of Quantum X Labs, we will cease to consolidate the financial statements of Quantum X Labs as of the date of the change in control. Following the deconsolidation, our retained interest in Quantum X Labs has been accounted for under the equity method of accounting, as we continue to exercise significant influence but no longer control its operations.

On January 5, 2025, we entered into a securities exchange agreement (the “Securities Exchange Agreement”) with Deliverz.ai, a company organized under the laws of the State of Israel, and all of the shareholders of Deliverz.ai (the “Deliverz.ai Shareholders”) pursuant to which we issued to the Deliverz.ai Shareholders an aggregate of 25% of our issued and outstanding capital stock on a pro rata and post-closing basis, equal to 518,770 of our ordinary shares in exchange for 100% of Deliverz.ai’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 1,000,000 Deliverz.ai ordinary shares. In addition, we also issued 103,754 of our ordinary shares, representing 5% of our issued and outstanding capital stock on post-closing basis, as a finder’s fee to the finder that introduced us to Deliverz.ai. The transactions contemplated by the Securities Exchange Agreement closed on July 10, 2025 subject to the satisfaction of customary closing conditions, which resulted in Deliverz.ai becoming a wholly-owned subsidiary of the Company. Pursuant to the Securities Exchange Agreement, we may issue to Deliverz.ai Shareholders up to an additional 537,634 ordinary shares upon the achievement of certain milestones.

Our principal executive offices are located at 2 Jabotinsky St, Atrium Tower, 18th floor, Ramat Gan, Israel 5252903, and our telephone number is +972-9-774-1505.

We completed our initial public offering in Israel in February 25, 1994 and our ordinary shares are traded on the Tel Aviv Stock Exchange under the symbol “GIX.”

Our capital expenditures for the years ended December 31, 2025, and 2024 were $110 thousand and $1 thousand, respectively. Our current capital expenditures the involve purchase of property and equipment.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers like us that file electronically with the SEC. The address of that site is www.sec.gov. We maintain a corporate website at www.gix-internet.com. Information contained on or accessible through our website is not a part of this registration statement, and the inclusion of our website address herein is an inactive textual reference only.

We use our website (http://www.gix-internet.com) as a channel of distribution of Company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this registration statement.

We have not had any material commitments for capital expenditures, including any anticipated material acquisition of plant and equipment or interests in other companies.

B. Business Overview

Introduction

We, being Gix Internet, through our wholly-owned subsidiary, Deliverz.ai, an Israeli-based software company founded in 2017 by Amir Nardimon, specialize in the development of advanced logistics automation solutions that integrate with third-party autonomous robots. We do not manufacture our own robots—instead, we partner with leading hardware manufacturers to deploy our proprietary software stack, creating a unified, intelligent delivery solutions optimized for complex, high-traffic environments, such as hospitals and large campuses.

Our robotic platform enables autonomous navigation across multi-building, multi-floor facilities, including the ability to operate safely in high-density human environments. Coupled with its proprietary operations control and management system, we offer a complete solution for streamlining deliveries of medical supplies, lab samples, and pharmaceuticals, reducing operational costs, minimizing human error, and enhancing patient care through improved service continuity.

We leverage artificial intelligence (AI), computer vision, and machine learning algorithms to continuously improve path optimization, resource allocation, and predictive logistics. Our platform is designed to integrate seamlessly with physical infrastructures such as elevators and automated gates, and is capable of real-time analytics, exception handling, and decision-making with minimal human intervention.

Historically, we have carried out ad-tech operations via our digital advertising business unit through our stake in Quantum X Labs. However, as a result of certain departures from Quantum X Labs’s board of directors and the dilution in our holdings in Quantum X Labs, while our digital advertising business unit remains, and is expected to continue to remain, an important part of our business, we are in the early stages of transitioning our active business operations to be conducted primarily through Deliverz.ai. Through our acquisition of Deliverz.ai, we have diversified our investments into new markets and industries and have adjusted our exclusive focus from the digital advertising industry to the development of advanced logistics automation solutions that integrate with third-party autonomous robots. As we progresses in transitioning our business strategy, it is expected that Deliverz.ai will carry out our primary operational activities and be the vehicle through which we pursue our business strategy. Our ad-tech operations are conducted exclusively through our ownership interest in Quantum X Labs, and we do not maintain any ad-tech operations outside of this stake. If management sells our shares in Quantum X Labs, we will no longer have ad-tech operations as part of our business. See “Information on Our Company—B. Business Overview—Quantum X Labs, Investment in Digital Advertising and Changes in our Business” and “Item 5 –Operating and Financial Review and Prospects—Overview— Changes in our Business” for additional information.

Market Overview, Size and Trends

According to Global Market Insights, the global medical robots market size reached was valued at $12.8 billion in 2024 and is estimated to grow at 16.6% compounded annual growth rate (CAGR) from 2025 to 2034, primarily driven by the growing demand for automation in healthcare facilities, coupled with government and private sector investments, as well as the increasing demand for minimally invasive surgery. According to the same report, rising healthcare costs are driving providers to adopt technologies that enhance efficiency and reduce patient care costs as medical robots can perform certain tasks autonomously, reduce human errors, and optimize resource utilization, making them a cost-effective solution. Additionally, these robots improve precision in surgeries, offer consistent care in rehabilitation, and enhance patient monitoring, leading to better patient outcomes and satisfaction. Over the past decade, the digital transformation of the healthcare sector has prompted the adoption of automated technologies. Hospitals and pharmacies are leveraging recent breakthroughs such as automated pill counters, robotic dispensing machines, and barcode scanners to enhance day-to-day operations. Such technological advancements are helping reduce the risk of manual errors in medication dispensing thus improving patient safety.

With emerging economies investing heavily in strengthening healthcare infrastructure and the establishment of modern and fully-equipped hospitals and medical centers, the adoption of hospital robots and the use of robots in medical settings in expected to increase. Hospital robots have emerged as a popular way to perform an array of healthcare operations, speeding up delivery, supply, and disinfection. Furthermore, advancements in autonomous mobile robots (AMRs) are eliminating the need for manual interventions across complex tasks.

Another key market to our company is the autonomous last-mile delivery market, which, according to Research and Markets, was valued at $21.9 billion in 2024 and is expected to reach $96.8 billion by 2033, growing at a CAGR of 17.95% during the forecast period. The growth is primarily driven by the growing demand for effective delivery methods to ensure more rapid accessibility of products among consumers. According to the same source consumer expectations for speed, reliability, and sustainability have driven logistics providers to rethink traditional delivery models and explore autonomous last-mile solutions. The convergence of e-commerce proliferation and urban congestion challenges has elevated the strategic importance of deploying aerial and ground vehicles capable of navigating complex delivery environments. Advanced robotics, machine learning, and electric propulsion technologies are redefining operational cost structures and enabling contactless drop-offs in settings ranging from dense city centers to suburban neighborhoods.

Go-to-Market Strategy

Our initial focus will be on the following market segments:

Our current customer acquisition strategy is comprised of three phases:

Products and Services

The Deliverz.ai solution consists of two main components:

Deliverz.ai’s autonomous delivery solution is a commercial-grade robot, serving as the core mobile base for autonomous logistics tasks in hospitals and commercial campuses.

The robot is built on a robust mobile base with high maneuverability and long runtime capabilities. Key features include:

This advanced orchestration engine is what transforms from a robotics vendor into a logistics automation infrastructure provider, offering clients complete visibility, control, and performance intelligence across every aspect of their internal delivery chain.

Deliverz.ai operates under a hybrid Robot-as-a-Service (RaaS) and Software-as-a-Service (SaaS) model. This dual-layered approach allows healthcare facilities and large campuses to adopt our robotics solution with minimal capital investment. The RaaS layer provides access to autonomous delivery robots on a subscription basis, including maintenance and hardware upgrades via our original equipment manufacturer (OEM) partners. The SaaS layer grants access to our cloud-based logistics orchestration platform, offering real-time mission management, analytics, and system integrations.

Our modular pricing ensures scalability from pilot deployments in a single building to full-facility automation across multi-site campuses. By decoupling hardware from software ownership, Deliverz.ai enables rapid ROI and operational flexibility without locking customers into proprietary ecosystems.

Customers

Sheba Medical Center

Deliverz.ai has completed a successful pilot at Sheba Medical Center, one of the largest and most advanced hospitals in the Middle East. As part of the pilot program, Deliverz.ai deployed one robot that completed chemotherapy drug deliveries between the pharmacy and the Sheba Medical Center’s cancer center. This included outdoor, multi-building, underground tunnel and indoor multi-floor navigation in human dense environments while completing deliveries to five different departments within the four story building of Sheba Medical Center’s cancer center.

This collaboration involved integration with Sheba Medical Center’s infrastructure, including elevators and automated doors, ensuring the robot can deliver medical items across departments, buildings, and floors autonomously. The robot demonstrated high reliability and safety, with operational continuity in human-dense environments. The robot demonstrated an ability to complete four times an many deliveries as a human counterpart in a given hour.

Based on the pilot’s success, Deliverz.ai won a public tender for the supply of up to 30 robots for Sheba Medical Center. Sheba Medical Center placed an initial order for three robots, and during the fourth quarter of 2025, Deliverz.ai deployed these robots at Sheba Medical Center. In connection with this, in May 2022 Deliverz.ai (f/k/a Seamless Vision (2017) Ltd.) entered into a framework agreement, or the Sheba Agreement, with The Sheba Fund for Health Services and Research, affiliated with the Sheba Medical Center, collectively Sheba, for the supply, installation, and operation of a fleet of robots, including the equipment and accompanying systems, implementation for mapping, mapping updates and software updates, repair and maintenance services, and in-person and telephone training support, at Sheba Medical Center. The initial term of Sheba Agreement is twenty-four (24) months from the date the robotic transport fleet was initially installed and operated, with Sheba holding the sole option to extend the agreement for additional one-year periods. The Sheba Agreement provides that Sheba shall pay Deliverz.ai a monthly payment of ILS 20,442 plus VAT for three robots, which includes maintenance services and fulfillment of Deliverz.ai’s other obligations under the Sheba Agreement. The Sheba Agreement contains customary provisions regarding penalties for delays in installation, fault repair, non-compliance, as well as insurance coverage, product liability, confidentiality and indemnification provisions. Sheba may terminate the Sheba Agreement upon four months’ notice, subject to shorter notice provisions in the event of material breach or insolvency.

Deliverz.ai plans to expand the deployment with additional robots in 2026, with further rollouts under discussion. We believe that this project serves as a cornerstone for future partnerships in both domestic and international healthcare networks.

Competition

The autonomous market is particular competitive due to a variety of factors. There are many players in all areas of the market, including a large number of robot manufacturers and a large number of software products and algorithms companies, with new companies frequently appearing in each of these areas. We compete with many companies that already offer both robots and software as well as new startup companies that frequently enter the market. There are a significant number of companies that offer technologies and services that are similar to those provided by us. Our technology competes on limited budgets and on specific innovation programs that adopt new technologies. Some of our competitors are companies that are considerably bigger than us with considerably higher budgets. We believe, based on our knowledge of competitor offerings, that we are well-positioned to leverage our innovative technologies compared to that of our competitors.

For purposes of the diagram above:

* The foregoing information is based on internal company research based on data known to the company as of the date hereof and is not the product of a formal survey.

** The trademarks above are the property of their respective owners.

Competition Management

We focus our competition management on developing advanced technological tools and receiving updates from time to time regarding new technologies that can be used to gain an advantage against our competitors. We also maintain high-quality and professional human capital with many years of experience in order to maintain a competitive advantage.

We continuously look for ways to improve the user experience for our customers and improve our distribution methods so that we can reach a higher number of users and leverage a critical mass of customers that will allow us to continue to promote our products and tools, all in conformance with the requirements of existing and future platforms in the market.

Deliverz.ai operates in a rapidly evolving space that includes both hardware-centric robotics companies and vertically integrated logistics automation providers. While many competitors deliver bundled hardware-software solutions with proprietary limitations, Deliverz.ai stands apart through its robot-agnostic software platform that deeply integrates with existing hospital infrastructure, including elevators, access controls, IoT systems, and ERP platforms.

By decoupling software from hardware and unifying the human-robot logistics flow under a single orchestration layer, Deliverz.ai seeks to redefine what scalable, intelligent delivery infrastructure looks like in mission-critical environments like hospitals.

Marketing and Distribution

Deliverz.ai is entering the market through a phased approach designed to validate its technology in high-need environments, build trust through operational results, and scale through strategic partnerships. Our strategy is initially to focus on healthcare institutions, with plans to expand to adjacent sectors, such as industrial campuses and gated communities. Each phase is structured to build network effects and expand our distribution reach.

Deliverz.ai ‘s software-centric model enables flexibility and ease of deployment across global markets. Upon completion of R&D, we plan to engage local distributors in target regions under a revenue-sharing model. These distributors will manage last-mile robot deployment, customization, and client onboarding, ensuring regulatory compliance and cultural alignment at the local level.

Additionally, Deliverz.ai’s hybrid integration model combining robotic hardware from partners with proprietary logistics software removes the need for in-house manufacturing, drastically reducing capital requirements and accelerating time to market. This approach allows rapid scalability and adaptation to diverse environments, from hospital corridors to multi-floor residential buildings.

Intellectual Property and Other Proprietary Rights

Deliverz.ai’s intellectual property portfolio underscores our commitment to technical leadership in autonomous logistics.

As of the date of this registration statement, as set forth in the table below, we currently have one granted patent in Israel and two additional patents that are in the allowed phase one in Israel and one in Europe that we are waiting to be granted. In addition, we have additional applications progressing in other global regions, including the U.S. Europe, the U.K., Japan and South Korea. These patents center around our proprietary autonomous navigation technologies, with a strong emphasis on outdoor and indoor mobility in human-dense environments. They specifically cover advanced visual navigation, adaptive route planning, and obstacle-rich path execution—core capabilities that differentiate our solution in real-world deployments. We cannot be certain that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future, nor can we be sure that any of our existing patents or any patents granted to us in the future will be commercially useful in protecting our technology. Despite our efforts to protect our intellectual property, any of our intellectual property and proprietary rights could be challenged, invalidated, circumvented, infringed or misappropriated, or such intellectual property and proprietary rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages. For more information, please see “Item 3.D. Risk Factors Risks Related to our Intellectual Property.”

These innovations demonstrate not only our technical depth but also our ability to solve complex operational challenges with original thinking and high execution standards. Our patented technologies enable robots to operate across multi-building campuses, outdoors between facilities, through tunnels and elevators, and within crowded hallways—all while maintaining high reliability, safety, and efficiency. This reflects our dedication to delivering field-proven excellence, not just lab-tested capability.

While we view our patents as valuable assets that validate our innovation and may open future opportunities in adjacent industries as well, we believe that patents alone are not a barrier to competition in this fast-moving, globally fragmented market as one of the primary barriers to entry are operational. Accordingly, our commercial strategy is built around fast-paced deployment, measurable customer impact, and aggressive go-to-market execution. We believe that market leadership will be earned through scale, trust, and adaptability.

To protect our broader portfolio of proprietary technology, we rely on robust confidentiality and invention assignment agreements with all employees, contractors, and partners. We also maintain internal safeguards to protect trade secrets related to our software architecture, navigation stack, and system integrations. At the same time, we take care to avoid infringing on third-party IP rights, recognizing the complexity of overlapping technologies in our field.

In short, while our patents reflect our capacity for technical innovation and our pursuit of engineering excellence, we believe that the speed and quality of adoption—not exclusivity—that defines our path to long-term success.

Product Development

Deliverz.ai has a well-defined R&D roadmap focused on enhancing its proprietary logistics platform and navigation capabilities and has plans for additional investments in its R&D capabilities.

Our key R&D efforts include:

Government Regulation

Deliverz.ai’s platform is designed to operate in full compliance with global data privacy and security regulations, including HIPAA, GDPR, and the Israeli Privacy Protection Law. Our system is built on a privacy-by-design principle and does not collect, store, or process any personally identifiable information (PII) or protected health information (PHI). It also does not retain video footage, audio recordings, or sensitive delivery content.

In addition to data privacy, Deliverz.ai implements secure delivery protocols to ensure full traceability and controlled access. Each delivery transaction is executed using authorized user validation, whereby only verified personnel—after successful authentication and code-based verification—are allowed to access the delivery compartment. The robot’s secure compartment is programmed to unlock only for pre-authorized recipients, with full audit logging of each handoff. This approach ensures that all deliveries, particularly those involving pharmaceuticals or sensitive medical items, are conducted safely, discreetly, and in compliance with healthcare security standards, without compromising patient privacy or operational transparency.

We may incur substantial fines if we violate any laws or regulations relating to the collection or use of personal data. Our actual or alleged failure to comply with applicable privacy or data protection laws, regulations, and policies, or to protect personal data, could result in enforcement actions and significant penalties against us, which could result in negative publicity and costs, subject us to claims or other remedies, and have a material adverse effect on our business, financial condition, and results of operations.

Human Capital Management

As of the date of this registration statement, we have two senior management positions, which includes our Chief Executive Officer and Chief Financial Officer, and we (either directly or through our subsidiaries) employ two full-time and part-time employees or consultants. Of these employees or consultants, Deliverz.ai employs a total of four full-time employees, of which three are dedicated to research and development efforts and the fourth in the Deliverz.ai chief executive officer, and two part-time consultants, which includes the Deliverz.ai chief financial officer and a U.S.-based business development specialist. None of our employees are members of a union or subject to the terms of a collective bargaining agreement.

We anticipate expanding our team in the coming months to support our continued growth and scaling objectives. Our ability to attract and retain talented professionals is a critical element of our strategic success. We rely heavily on technical and operational expertise of our engineering team, as well as the leadership and vision of our executive team and the skills, experience and performance of our customer service and research personnel. As a technology-driven company operating in the logistics and robotics space, we compete for highly skilled talent across sectors such as robotics software, systems engineering, AI, and enterprise operations. We believe that the success of our mission is inseparable from the well-being and engagement of our people. We are committed to fostering a safe, healthy, and empowering work environment—one where employees are encouraged to innovate, contribute, and grow. We believe in cultivating a culture of mutual respect and shared purpose, supported by an inclusive and equitable approach to workplace practices. We make employment decisions based on professional merit, experience, and role-specific capabilities. Discrimination of any kind is not tolerated. We strive to provide equal opportunity to all individuals regardless of race, gender, religion, age, nationality, sexual orientation, disability, or any other protected characteristic. We actively promote a culture of openness, where diverse backgrounds are not only welcomed but valued as a driver of innovation. We consider our relationship with our employees to be strong and collaborative, and we are committed to continuing to build an engaged, purpose-driven team as we grow.

Employment Agreements

Our non-executive employees are employed under written employment agreements, based on global monthly salary or on an hourly basis. Some employees receive base salaries and commissions contingent on targets based on the position they fill. The terms of employment generally include senior employees’ insurance or a pension fund, study fund, loss of working capacity insurance, vacation days and recuperation pay. The Company may participate in employees’ car and mobile phone expenses, under the conditions set out in their individual employment agreements, and also reimburses certain business expenses. The employment agreements are generally for an unlimited period of time and each side is entitled to terminate the agreement with advance notice. Our employment agreements also include an undertaking of confidentiality and non-competition by our employees.

Legal Proceedings

We are not currently, a party to any material or pending litigation or regulatory proceedings that could have a material adverse effect on our business, operating results, financial condition or cash flows. From time to time, we are involved in legal proceedings in the ordinary course of our business.

Quantum X Labs, Investment in Digital Advertising and Changes in our Business

Acquisition of Quantum X Labs

On February 7, 2019, we entered into the Recapitalization Transaction with Quantum X Labs pursuant to which we assigned, transferred and delivered 99.83% of our holdings in Viewbix Israel to Quantum X Labs in exchange for shares of restricted common stock, par value $0.0001 per share, of Quantum X Labs, which resulted in Quantum X Labs becoming a majority-owned subsidiary of the Company. As of the date hereof, we hold approximately 21.13% of Quantum X Labs’s outstanding shares of common stock following the closings of the November 2025 Private Placement and Quantum Acquisition (each as defined below).

Quantum X Labs’s Business

Quantum X Labs is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Quantum X Labs’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Quantum X Labs allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and reports the results to the client.

Quantum X Labs, through its subsidiary, Gix Media Ltd. (“Gix Media”), expanded its digital advertising operations across two main sectors: ad search and digital content (the “Search Platform” and the “Content Platform”, respectively). Gix Media develops and market a variety of technological software solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites. Through its Search Platform, Quantum X Labs provides services to leading search engines worldwide by developing, marketing and distributing software products to internet users. The operations and activity on this platform are powered by Gix Media.

Search Platform

Gix Media’s Search Platform allows for the referral of user traffic (i.e., searches that are performed by internet users) to search engines, such as Yahoo and Bing, where the search engines display the ads of their customers. The search engines pay Gix Media for the searches that were referred by it, based on the amount of consideration that the search engine receives from the advertisers for the user traffic generated, less a certain percentage from the revenues attributed to the search engine. Since the customers of Gix Media are the search engines, and not the advertisers, Gix Media recognizes revenues for the actual amount received from the search engines, and not from the advertisement revenue itself.

The referral of user traffic by Gix Media to the search engines is possible after users download Gix Media’s products, which are browser add-ons, usually from the browser stores (mostly Google Chrome browsers) and by downloading desktop software products, free of charge, for the Apple operating system (for Mac computers) and for the Microsoft operating system (for PC computers). When downloading Gix Media’s products, the users grant permission to Gix Media to refer the searches performed while using Gix Media’s products to the search engines.

Gix Media also provides traffic referral services to search engines through the referral of traffic of users who engage search ads generated by Gix Media, or the “Seach to Search” model. These ads are displayed on SERP’s search engine’s result pages (SERP) that are purchased by the Company from other search engines (such as Yahoo! Bing / Microsoft Ads and Google). When such user clicks on these search ads, Gix Media refers the user to a paid offering from a search engine which contains ads that are related to the initial ad made by Gix media (the Company buys ad space from search engines and sell them to other search ads while profiting from the price difference).

The Search Platform is operated through two models, direct and indirect. Gix Media operates its Search Platform using a direct model whereby it refers searches that are conducted by users of its products, which are thereafter distributed to search engines directly by Gix Media. Additionally, through the direct model Gix Media operates its search to search model and provides traffic referral services to the search engines through the referral of traffic of users who engage search ads generated by Gix Media. Gix Media also operates its Search Platform using an indirect model, whereby it refers searches that are conducted by users of products developed by third party strategic partners (in contrast to users of its own products as conducted through the direct model), which are thereafter distributed to search engines by Gix Media. Gix Media engages with strategic partners who have similar products and allow these strategic partners to integrate Gix Media’s technological tools into their own products in order to refer searches conducted by resulting users to the customers of Gix Media. Using this model, Gix Media shares revenues received from search engines with its strategic partners.

Competition Related to Quantum X Labs

The competition in the digital advertising market is fierce. There are many players in all areas of the market: both a large number of advertisers and content owners, a large number of software products and algorithms, many advertising platforms and technologies. New players appear frequently in all of these areas. Quantum X Labs compete with many companies that offer solutions for advertisers and website owners, including in the pillar of ad search and digital content, and with tools that allow internet users to change the default search settings on their browsers. There is a large number of digital content companies and ad search companies that offer services that are similar to those provided by us. Its products compete on limited budgets of advertisers and on an inventory of ad spaces from website owners. Some of its competitors are companies that are considerably bigger than Quantum X Labs with considerably higher budgets, such as Google, Meta, and Microsoft. Since a major part of Quantum X Labs’s revenues is generated from a supply of searches, Quantum X Labs also competes with the providers of the search engines themselves, such as Google, Microsoft, IAC and Verizon Media. Many of the present and potential competitors of Quantum X Labs have financial, R&D, analytical systems, production resources and sales and marketing systems that are significantly larger in scope than those of Quantum X Labs.

Investment in Digital Advertising

On June 5, 2025, the common stock of Quantum X Labs Inc., then known as Viewbix Inc., began trading under the symbol “VBIX” on the Nasdaq Capital Market. Viewbix’s shares of common stock were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier. On April 30, 2026, Viewbix changed its name and ticker symbol to Quantum X Labs Inc. and QXL, respectively.

In July 2025, Quantum X Labs completed a private placement transaction (the “July 2025 Private Placement”) pursuant to which Quantum X Labs issued and sold an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant for approximately $4.5 million.

On September 25, 2025, each of Mr. Amihay Hadad, our chief financial officer, and Mr. Liron Carmel, a member of our board of directors, tendered his resignation from Quantum X Labs’s board of directors, effective immediately. Mr. Hadad continues to serve as Quantum X Labs’s chief executive officer.

On November 9, 2025, Gix Media, a wholly-owned subsidiary of Quantum X Labs, Cortex Media Group Ltd. (“Cortex”), and certain founders of Cortex entered into a Share Purchase Agreement (the “Purchase Agreement”) with Pro Sportority (Israel) Ltd. (the “Purchaser”), a subsidiary of Minute Media Inc. (the “Parent”). Cortex develops and market a variety of technological software solutions that automate, optimize and monetize online campaigns. Cortex also creates, edits and markets content in various languages to different target audiences in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. Through the Content Platform, Quantum X Labs provided editing and marketing services of content in different languages and to different target audiences with the goal of generating revenues from advertising employed in such content, which is posted on digital content marketing and advertising platforms. The operations and activity on this platform were powered by Cortex. Pursuant to the Purchase Agreement, the Purchaser agreed to acquire from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, will result in the Purchaser owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis (the “Cortex Sale”). The Cortex Sale was signed and closed on November 9, 2025 (the “Cortex Sale Closing”). As a result, Cortex became a wholly-owned subsidiary of the Purchaser. The aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161 newly issued Preferred J Shares of the Parent (the “Parent Shares”), the most senior class of preferred shares of the Parent. The consideration is subject to customary tax withholding provisions and delivery mechanics as set forth in the Purchase Agreement. The Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media. Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Cortex Sale Closing.

In November 2025, as amended in January 2026, Quantum X Labs entered into a private placement transaction (the “November 2025 Private Placement”) pursuant to which Quantum X Labs agreed to issue and sell an aggregate of 800,000 shares of common stock or pre-funded warrants in lieu thereof and common warrants to purchase up to an aggregate of 640,000 shares of common stock, at an offering price of $1.75 per share of common stock and associated common warrant and an offering price of $1.7499 per pre-funded warrant and associated common warrant for aggregate gross proceeds of approximately $1.4 million. The November 2025 Private Placement closed on March 4, 2026.

In December 2025, Quantum X Labs entered into a securities exchange agreement (the “SEA”) with Quantum X Labs Ltd. (“Quantum Israel”), and certain of the shareholders of Quantum Israel (the “Quantum Israel Shareholders”) pursuant to which Quantum X Labs agreed to issue to the Quantum Israel Shareholders an aggregate of up to 40.0% of Quantum X Labs’s issued and outstanding capital stock as of the date of execution of the SEA (the “SEA Effective Date”), inclusive of the 800,000 shares and pre-funded warrants issued by Quantum X Labs in the November 2025 Private Placement (the “Private Placement Shares”), consisting of (i) up to 2,666,000 shares of Quantum X Labs’s common stock, representing 19.99% of Quantum X Labs’s issued and outstanding capital stock (the “Quantum X Labs Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of Quantum X Labs’s common stock, representing the balance of the up to 40.0%, as of the SEA Effective Date, less the Quantum X Labs Exchange Shares (the “Quantum X Labs Exchange Pre-Funded Warrants” and together with the Quantum X Labs Exchange Shares, the “Quantum X Labs Exchange Securities”), in exchange for up to 100%, but not less than 85%, of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to up to 589,319 of Quantum Israel’s ordinary shares (the “Quantum Israel Exchange Securities” and together with the Quantum X Labs Exchange Securities, the “Exchange Securities”) (the “Quantum Acquisition”). In addition to the Quantum X Labs Exchange Securities to be issued at the closing of the transaction, Quantum X Labs may issue to the Quantum Israel Shareholders earn-out payments payable of up to 12,702,847 shares of Quantum X Labs’s common stock and/or pre-funded warrants to purchase shares of Quantum X Labs’s common stock, contingent on Quantum Israel achieving certain performance criteria. At any time prior to the closing date of the Quantum Acquisition, a shareholder of Quantum Israel that did not execute the SEA on the SEA Effective Date (an “Additional Quantum Israel Shareholder”) may become a party to the SEA by executing a joinder to be delivered to Quantum X Labs and Quantum Israel. Upon delivery of a fully executed joinder, such Additional Quantum Israel Shareholder shall become a party to the SEA for all purposes with respect to its Quantum Israel Exchange Securities, and shall be bound by all applicable terms, conditions, covenants, representations, warranties and obligations contained in the SEA as if an original signatory thereto. The Quantum Acquisition closed on March 4, 2026 and resulted in Quantum Israel becoming a wholly-owned subsidiary of Quantum X Labs.

Following the closings of the November 2025 Private Placement and the Quantum Acquisition, our beneficial ownership in Quantum X Labs was directly reduced to 21.13%, assuming the issuance of the Private Placement Shares and the Quantum X Labs Exchange Shares, but excluding the exercise of any warrants or pre-funded warrants issued in such transactions. As a result of the above mentioned transactions, which decreased our holding percentage in Quantum X Labs, and the resignations of Mr. Hadad and Mr. Carmel from Quantum X Labs’s board of directors, we lost control over Quantum X Labs on September 25, 2025. Accordingly, as a result of losing both majority ownership and control of Quantum X Labs, we will cease to consolidate the financial statements of Quantum X Labs as of the date of the change in control. Following the deconsolidation, our retained interest in Quantum X Labs has been accounted for under the equity method of accounting, as we continue to exercise significant influence but no longer control its operations.

Changes in Our Business

As a result of such departures from Quantum X Labs’s board of directors, the dilution in our holdings in Quantum X Labs and Quantum X Labs’s sale of Cortex, while our digital advertising business unit remains, and is expected to continue to remain, an important part of our business, we are in the early stages of transitioning our active business operations to be conducted primarily through Deliverz.ai. Through our acquisition of Deliverz.ai, we have diversified our investments into new markets and industries and have adjusted our exclusive focus from the digital advertising industry to the development of advanced logistics automation solutions that integrate with third-party autonomous robots. As we progresses in transitioning our business strategy, it is expected that Deliverz.ai will carry out our primary operational activities and be the vehicle through which we pursue our business strategy. While we lost control over Quantum X Labs on September 25, 2025, we continue to hold a significant investment in Quantum X Labs and we have explored, and continue to explore, opportunities to utilize our significant and strategic investment in Quantum X Labs in order to obtain financing to further develop and invest in the Deliverz.ai business. Our ad-tech operations are conducted exclusively through our ownership interest in Quantum X Labs, and we do not maintain any ad-tech operations outside of this stake. If management sells our shares in Quantum X Labs, we will no longer have ad-tech operations as part of our business.

We believe that the acquisition of Deliverz.ai has the potential for long-term value creation through several key initiatives. These initiatives include expanding adoption of Deliverz.ai’s advanced logistics automation solutions that are integrated with third-party autonomous robots to international commercial relationships and customers, increasing operating scale in order to improve gross margins and continuing to manage operating expenses with the objective of aligning cost growth with revenue growth. We believes that, over time, increased revenues combined with improved operating efficiency could contribute to reduced operating losses. See “Item 5 –Operating and Financial Review and Prospects—Overview— Changes in our Business” for additional information.

C. Organizational Structure

We currently have two wholly-owned subsidiaries: Deliverz.ai Ltd., which is incorporated in Israel, and Algomizer Inc., which is incorporated in Nevada. In addition, as of the date of this registration statement, we hold approximately 21.13% of the outstanding shares of common stock of Quantum X Labs Inc., which is incorporated in Delaware, following the closings of the November 2025 Private Placement and Quantum Acquisition (as further described above in Item 4. “Information on Our Company—B. Business Overview—Quantum X Labs, Investment in Digital Advertising and Changes in our Business”.

The following diagram depicts our corporate structure, including ownership and voting control of each entity:

D. Property, Plant and Equipment

Our corporate headquarters is located in Tel Aviv, Israel. The monthly rental payments are approximately NIS 21,000 (approximately $6,583). The lease term is month-to-month.

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, through our wholly-owned subsidiary, Deliverz.ai, an Israeli-based software company founded in 2017 by Amir Nardimon, specialize in the development of advanced logistics automation solutions that integrate with third-party autonomous robots. We do not manufacture our own robots—instead, we partner with leading hardware manufacturers to deploy our proprietary software stack, creating a unified, intelligent delivery solutions optimized for complex, high-traffic environments, such as hospitals and large campuses.

Our robotic platform enables autonomous navigation across multi-building, multi-floor facilities, including the ability to operate safely in high-density human environments. Coupled with its proprietary operations control and management system, we offer a complete solution for streamlining deliveries of medical supplies, lab samples, and pharmaceuticals, reducing operational costs, minimizing human error, and enhancing patient care through improved service continuity.

We leverage artificial intelligence (AI), computer vision, and machine learning algorithms to continuously improve path optimization, resource allocation, and predictive logistics. Our platform is designed to integrate seamlessly with physical infrastructures such as elevators and automated gates, and is capable of real-time analytics, exception handling, and decision-making with minimal human intervention.

Historically, we have carried out ad-tech operations via our digital advertising business unit through our stake in Quantum X Labs in which as of December 31, 2025 and June 18, 2026, we held 26.42% and 21.13%, respectively, of its outstanding share capital. On September 25, 2025, we lost both majority ownership and control of Quantum X Labs and as a result, deconsolidated Quantum X Labs from our consolidated financial statements. Following the deconsolidation, our retained interest in Quantum X Labs has been accounted for under the equity method of accounting, as we continue to exercise significant influence but no longer control its operations. However, as a result of certain departures from Quantum X Labs’s board of directors and the dilution in our holdings in Quantum X Labs, while our digital advertising business unit remains, and is expected to continue to remain, an important part of our business, we are in the early stages of transitioning our active business operations to be conducted primarily through Deliverz.ai. Through our acquisition of Deliverz.ai, we have diversified our investments into new markets and industries and have adjusted our exclusive focus from the digital advertising industry to the development of advanced logistics automation solutions that integrate with third-party autonomous robots. As we progresses in transitioning our business strategy, it is expected that Deliverz.ai will carry out our primary operational activities and be the vehicle through which we pursue our business strategy. Our ad-tech operations are conducted exclusively through our ownership interest in Quantum X Labs, and we do not maintain any ad-tech operations outside of this stake. If management sells our shares in Quantum X Labs, we will no longer have ad-tech operations as part of our business. See “Information on Our Company—B. Business Overview—Quantum X Labs, Investment in Digital Advertising and Changes in our Business” and “Item 5 –Operating and Financial Review and Prospects—Overview— Changes in our Business” for additional information.

For more information regarding our business and operations, see Item 4.B. “Business” above.

Recent Transactions

May 2026 Private Placement

On May 6, 2026, we entered into a private placement agreement, or the May 2026 PIPE, with certain investors pursuant to which we issued and sold an aggregate of 417,272 ordinary shares and 417,272 warrants at a purchase price of NIS 22.00 (approximately $6.89) per share and associated warrant for aggregate gross proceeds of NIS 9.18 million (approximately $2.88 million).

The warrants are immediately exercisable upon issuance at an exercise price of NIS 27.50 (approximately $8.62) per share, subject to adjustment as set forth therein, and will expire eighteen months from the issuance date.

The May 2026 PIPE closed on May 19, 2026.

Deliverz.ai Acquisition

On January 5, 2025, we entered into the Securities Exchange Agreement with Deliverz.ai, a company organized under the laws of the State of Israel, and all of the shareholders of Deliverz.ai (the “Deliverz.ai Shareholders”) pursuant to which we issued to the Deliverz.ai Shareholders an aggregate of 25% of our issued and outstanding capital stock on a pro rata and post-closing basis, equal to 518,770 of our ordinary shares in exchange for 100% of Deliverz.ai’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 1,000,000 Deliverz.ai ordinary shares. In addition, we also issued 103,754 of our ordinary shares, representing 5% of our issued and outstanding capital stock on post-closing basis, as a finder’s fee to the finder that introduced us to Deliverz.ai. The transactions contemplated by the Securities Exchange Agreement closed on July 10, 2025 subject to the satisfaction of customary closing conditions, which resulted in Deliverz.ai becoming a wholly-owned subsidiary of the Company. Pursuant to the Securities Exchange Agreement, we may issue to Deliverz.ai Shareholders up to an additional 537,634 ordinary shares upon the achievement of certain milestones as follows: (i) 236,559 ordinary shares will be issued if Deliverz.ai shall successfully complete a transaction for the supply of 20 robots within 18 months of the closing date of the Deliverz.ai acquisition and (ii) 301,075 ordinary shares will be issued if Deliverz.ai shall successfully complete a transaction for the supply of 200 robots within 48 months of the closing date of the Deliverz.ai acquisition.

In addition, pursuant to the Securities Exchange Agreement, we agreed to provide Deliverz.ai a loan in the amount of NIS 900,000 (approximately $282,000), of which Deliverz.ai received a portion of the loan amount equal to NIS 250,000 (approximately $78,369) from L.I.A. Pure Capital Ltd. (“Pure Capital”) as of the execution date of the Securities Exchange Agreement, with the remaining loan balance subject to the execution of a loan agreement between the parties. For additional information, see “Item 5. Operating and Financial Review and Prospects – Recent Financings – June 2025 Credit Facility.”

July 2025 Credit Facility

In July 2025, we entered into a facility agreement for a NIS 12 million (approximately $3.8 million) credit facility (the “July 2025 Credit Facility”) with certain lenders set forth therein (the “July 2025 Lenders”).

The July 2025 Credit Facility will remain available until the earliest to occur of (i) its drawing down in full and (ii) the 18-month anniversary of the date of the first drawdown. We have the right to repay amounts outstanding under the July 2025 Credit Facility from time to time, in whole or in part, without any prepayment penalty. In addition, amounts owed under the July 2025 Credit Facility will be subject to repayment upon the occurrence of the following events: (A) upon 60 days prior written notice to us; and (B) immediately repayment following (i) liquidation, bankruptcy, or receivership proceedings are initiated against us, (ii) if one or more liens or enforcement actions are imposed or initiated against us in an amount exceeding NIS 500,00 (approximately $157,000), and such liens and/or enforcement actions are not cancelled or removed within 120 days from the date they were imposed or initiated, as applicable, or (iii) if we fail to register the security interest in favor of the July 2025 Lenders within 14 days from the date of signing of the July 2025 Credit Facility.

The July 2025 Credit Facility sets forth a drawdown schedule as follows: (i) we may draw down NIS 1,000,000 (approximately $313,000) each month, at our sole discretion, except that the first drawdown will be in the amount of NIS 2,000,000 (approximately $627,000). The second drawdown may take place 60 days after the first drawdown, and each subsequent drawdown shall occur in 30-day intervals thereafter. Outstanding amounts under the July 2025 Credit Facility will accrue interest at a rate of 10% per annum and will be paid in one lump sum together with the principal repayment of the July 2025 Credit Facility.

In addition, in connection with the July 2025 Credit Facility, we issued to the July 2025 Lenders warrants to purchase an aggregate of 600,000 ordinary shares, with an initial exercise price of NIS 18.00 (approximately $5.60) per share during the first 8 months following the date of issuance. The exercise price shall be increased to NIS 21.00 (approximately $6.60) per share from the end of such 8-month period until the end of the exercise period. The warrants are subject to certain beneficial ownership limitations, anti-dilution protection and price adjustments set forth therein and are exercisable from the issuance date for a period of 3 years from the date of issuance. The issuance of the warrants was subject to the approval of our shareholders at a general meeting of shareholders held on August 13, 2025.

In addition, we undertook that any proceeds that we receive in connection with the sale of shares of Quantum X Labs common stock held by us will be used to reduce undrawn available balances, if any, under the July 2025 Credit Facility. If, as a result of such reductions, the remaining undrawn balance equals the outstanding amount already drawn, then from that date onward, 70% of any proceeds received from the sale of shares of Quantum X Labs common stock held by us shall be used to repay the outstanding drawn balance of the July 2025 Credit Facility and the related interest. Furthermore, if we complete an equity fundraising by way of a public offering of shares prior to the repayment date, the total amount of the July 2025 Credit Facility shall be reduced by an amount equal to 20% of the net proceeds raised in such offering.

In the event that we fail to timely make a payment under the July 2025 Credit Facility, such unpaid amount will bear default interest at a rate equal to the prime rate then in effect plus 10% per annum. To secure full repayment of the July 2025 Credit Facility, we granted to the July 2025 Lenders a first-ranking lien over the shares of Quantum X Labs common stock held by us, provided that such lien does not restrict our ability to sell such Quantum X Labs shares subject to the terms of the July 2025 Credit Facility. As of the date of this registration statement, we have drawn down NIS 2,000,000 (approximately $627,000) under the July 2025 Credit Facility

June 2025 Credit Facility

On June 25, 2025, we entered into a loan agreement with L.I.A. Pure Capital Ltd. (the “Pure Capital”) pursuant to which Pure Capital provided a loan to Deliverz.ai in the amount of NIS 1,452,000 (approximately $455,000) in order for Deliverz.ai to finance its ongoing operations following the closing of the Deliverz.ai acquisition. The loan will bear annual interest at a rate of 6%, and the principal will be repaid in 12 equal monthly installments starting from the closing date of the Deliverz.ai acquisition. On January 6, 2026, we and Pure Capital agreed to defer the repayment of the principal and the accrued interest that had not yet been paid as of such date until June 30, 2025 instead of repayment of the principal and the accrued interest in 12 equal monthly installments starting from the closing date of the Deliverz.ai acquisition. On May 20, 2026, the loan was amended such that the repayment date was extended to August 31, 2027.

Xylo Loan Agreement

On October 12, 2021, we entered into loan agreement with Xylo Technologies Ltd. (“Xylo”), pursuant to which Xylo agreed to extend us a loan in the amount of approximately NIS 4 million ($1.1 million) (the “Xylo Loan”). The Xylo loan was initially repayable upon the earliest of (i) the closing of a rights offering by us for an aggregate amount of at least NIS 12,000,000 or (ii) June 30, 2022 and bore interest at a rate equivalent to the minimal interest rate recognized and attributed by the Israel Tax Authority, as such may be adjusted from time to time.

In August 2022, the Xylo Loan was amended such that the repayment date was extended to June 30, 2023, and the interest rate was amended to be equal to the Prime Rate published by the Bank of Israel + 2.92%.

In August 2023, the Xylo Loan was amended such that the repayment date was extended to January 1, 2024.

In November 2023, the Xylo loan was amended to increase the amount of the Xylo Loan by NIS 100,000 (approximately $0.305).

In January 2024, the Xylo Loan was amended such that the repayment date was extended to July 1, 2024, and Xylo was given a right to convert the Xylo loan to the Company’s ordinary shares at a price per share equal to the average closing bid price of our ordinary shares on the Tel Aviv Stock Exchange during the 30 trading days prior to a Trigger Event (as defined below). “Trigger Event” means (i) changes our principal business, entering new line of business, or exiting a principal portion of its current line of business; or (ii) the consummation of a transaction whereby it we either merge or consolidate with or into any other corporate entity.

In August 2024, the Xylo Loan was amended such that the repayment date was extended to December 31, 2024.

In October 2024, the Xylo loan was amended to increase the amount of the Xylo Loan by NIS 150,000 (approximately $0.46 million).

In January 2025, the Xylo Loan was amended such that the repayment date was extended to April 30, 2025, and the amount of the Xylo Loan was increased by NIS 150,000 (approximately $0.47 million).

In August 2025, the Xylo Loan was amended such that the repayment date was extended to June 30, 2026.

On May 20, 2026, the Xylo Loan was amended such that the repayment date was extended to August 31, 2027.

As of the date hereof, the outstanding balance of the Xylo Loan is NIS 2,975 thousand (approximately $932 thousand).

Impact of the “Iron Swords” War on Israel

In October 2023, Israel was attacked by a terrorist organization and entered a state of war on several fronts (the “War”). On June 13, 2025, Israel launched a strike against Iran, aimed to disrupt Iran’s capacity to coordinate or launch hostilities against Israel. Iran has retaliated in response, firing missiles and drones at Israeli military and civilian 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. While a temporary ceasefire agreed to between Iran and the U.S. on April 8, 2026 as part of ongoing negotiations for a permanent ceasefire agreement, the situation remains volatile and uncertain. Although the ceasefire has been subject to extensions and continued diplomatic engagement, it has reportedly been characterized by tensions, alleged violations and stalled negotiations. We cannot predict if and to what extent this ceasefire will remain in effect or upheld or whether hostilities may resume or further escalate. In addition, in March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation. In response, Israel resumed military operations against Hezbollah in southern Lebanon. 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 Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. 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. As of the date of this registration statement, our revenues have not been directly negatively affected by the ongoing hostilities in the region and our abilities to deliver or provide products and services to its customers have not been materially affected. We have business continuity procedures in place, and will continue to follow developments, assessing potential impact, if any, on our business, financials, and operations.

Changes in our Business

On February 7, 2019, we entered into the Recapitalization Transaction with Quantum X Labs pursuant to which we assigned, transferred and delivered 99.83% of our holdings in Quantum X Labs Israel to Quantum X Labs in exchange for shares of restricted common stock, par value $0.0001 per share, of Quantum X Labs, which resulted in Quantum X Labs becoming a majority-owned subsidiary of the Company. As of the date hereof, we hold approximately 21.13% of Quantum X Labs’s outstanding shares of common stock following the closings of the November 2025 Private Placement and Quantum Acquisition (as further described below in Item 4. “Information on Our Company—B. Business Overview—Quantum X Labs, Investment in Digital Advertising and Changes in Our Business”. On September 25, 2025, following a decrease in our holding percentage in Quantum X Labs and a change in the composition of Quantum X Labs’s board of directors, we lost control over Quantum X Labs. Accordingly, as a result of losing both majority ownership and control of Quantum X Labs, we will cease to consolidate the financial statements of Quantum X Labs as of the date of the change in control. Following the deconsolidation, our retained interest in Quantum X Labs has been accounted for under the equity method of accounting, as we continue to exercise significant influence but no longer control its operations.

In addition, in July 2025, we completed the acquisition of Deliverz.ai. While we have incurred significant operating losses, management believes that the acquisition of Deliverz.ai has the potential for long-term value creation. As a result, the Company’s ability to achieve profitability and positive cash flows will depend on the successful execution of its business strategy; however, there can be no assurance that it will do so.

Management’s strategy for achieving profitability is based on several key initiatives. These initiatives include expanding adoption of Deliverz.ai’s advanced logistics automation solutions that are integrated with third-party autonomous robots to international commercial relationships and customers, increasing operating scale in order to improve gross margins and continuing to manage operating expenses with the objective of aligning cost growth with revenue growth. We believes that, over time, increased revenues combined with improved operating efficiency could contribute to reduced operating losses.

Our plans are subject to numerous assumptions and uncertainties, including, among others, market demand for our solutions, our ability to execute its business plan on a timely basis, the availability of sufficient capital to fund ongoing operations and growth initiatives, and general economic, competitive and industry conditions. Management’s expectations further assume that we will be able to achieve certain operational and commercial milestones, including expanding our customer base and increasing utilization of solutions, which may take multiple reporting periods to accomplish, if at all.

While we do not expect to achieve profitability or positive cash flows in the near term, management believes that improvements in revenues and operating margins are achievable over the longer term; however, the timing of any such improvements is inherently uncertain and depends on factors that are outside of our control. Accordingly, there can be no assurance that we will achieve profitability or generate positive cash flows from operations on any particular timeline, or at all. We have also explored, and continue to explore, opportunities to utilize our significant and strategic investment in Quantum X Labs in order to obtain financing to further develop and invest in the Deliverz.ai business.

While our digital advertising business unit remains, and is expected to continue to remain, an important part of our business, we are in the early stages of transitioning our active business operations to be conducted primarily through Deliverz.ai. Through our acquisition of Deliverz.ai, we have diversified our investments into new markets and industries and have adjusted our exclusive focus from the digital advertising industry to the development of advanced logistics automation solutions that integrate with third-party autonomous robots. As we progresses in transitioning our business strategy, it is expected that Deliverz.ai will carry out our primary operational activities and be the vehicle through which we pursue our business strategy as further described in Item 4. “Information on Our Company—B. Business Overview” and “Item 3.B.—Capitalization and Indebtedness—Summary Historical and Pro Forma Consolidated Financial Data.” Our ad-tech operations are conducted exclusively through our ownership interest in Quantum X Labs, and we do not maintain any ad-tech operations outside of this stake. If management sells our shares in Quantum X Labs, we will no longer have ad-tech operations as part of our business.

A. Operating Results

Components of Operating Results

Revenues

Our revenues were $7,744 thousand and $26,941 thousand for the years ended December 31, 2025 and 2024, respectively. We historically derived revenue from providing services to the world’s leading search engines through the development, marketing, and distribution of software to internet users in our Search segment and providing services to Google through digital content based on related search for content (RSOC) in our Digital Content segment. Following our acquisition of Deliverz.ai, we primarily derive revenue from leasing contracts with Deliverz.ai customers, which cover robot rentals, maintenance and ongoing software updates. Deliverz.ai customer payments are made on a monthly basis over a 24-month period. We expect revenue to increase over time as we expand our customer base and product offerings.

Prior to the deconsolidation of Quantum X Labs Inc, we operated in two business segments prior to our acquisition of Deliverz.ai in July 2025. Following the acquisition, we operate in three business segments: (1) autonomous robots through Deliverz.ai, (2) digital content through Quantum X Labs and (3) search through Quantum X Labs.

Traffic-acquisition and related costs

Our traffic-acquisition and related costs of sales were $6,336 thousand and $21,987 thousand for the years ended December 31, 2025 and 2024, respectively. Traffic-acquisition and related costs for digital content and search segments mainly consists of payment to digital platforms, such as Microsoft and Facebook, for traffic acquisition and other costs, such as anti-fraud costs. We have no traffic-acquisition and related costs expenses for the autonomous robots segment.

Research and development expenses, net

Our research and development expenses were $825 thousand and $1,891 thousand for the years ended December 31, 2025 and 2024, respectively. Research and development expenses for all segments include costs directly attributable to the conduct of research and development programs, including employee-related expenses, such as salaries and related expenses, share-based compensation, depreciation expenses, consulting fees and intellectual property expenses, such as patent application and maintenance expenses for the automation solutions segment. We expect to continue to invest in research and development to enhance our product offerings to our customers, including hiring additional employees and continuing research and development projects. As a result, we expect that our research and development expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.

Selling and marketing expenses

Our selling and marketing expenses were $600 thousand, and $1,643 thousand for the years ended December 31, 2025 and 2024, respectively. Sales and marketing expenses for all segments include employee-related expenses, such as salaries share-based compensation, depreciation expenses, office rent and maintenance expenses relating to contracted services, such as subcontractor costs. We expect our sales and marketing expenses to increase significantly in absolute NIS or Dollars as we expand our commercial sales, marketing and business development teams, increase our presence globally; and increase marketing activities to drive awareness and adoption of our products. While these expenses may vary from period to period as a percentage of revenues, we expect these expenses to increase as a percentage of revenues in the short term as we continue to grow our commercial organization to drive anticipated growth in the business.

General and administrative expenses

Our general and administrative were $2,297 thousand, and $2,702 thousand for the years ended December 31, 2025 and 2024, respectively.

General and administrative expenses for all segments consist primarily of employee-related expenses including share-based compensation related to directors and employees, facility costs, insurance costs, depreciation expenses, maintenance expenses, and professional service costs, including legal, accounting, audit, finance and human resource services, and other consulting fees.

We anticipate that our general and administrative expenses will increase in the future as we increase our administrative headcount and infrastructure to support our growth and global expansion. We also anticipate that we will incur increased expenses related to audit, legal, regulatory and tax-related services associated with compliance with Nasdaq and SEC requirements, director and officer insurance premiums, director compensation, and other costs associated with being a public company traded on Nasdaq.

Depreciation and Amortization Expenses

Our depreciation and amortization expenses were $1,170 thousand, and $1,300 thousand for the years ended December 31, 2025 and 2024, respectively.

Depreciation and amortization mainly related to intangible assets arising from business combinations.

Goodwill Impairment Loss

Our goodwill impairment loss was $6,105 thousand, and $2,025 thousand for the years ended December 31, 2025 and 2024, respectively.

Goodwill impairment loss for the year ended December 31, 2025 were related to the Content Platform, and driven mainly due to the Cortex Adverse Effect (as defined below).

Other Expense (Income)

Our other expense, net were $1,327 thousand and $34 thousand for the years ended December 31, 2025 and 2024, respectively.

The other expenses (income) net, consisted mainly expenses related to the Uplist of Quantum X Labs’s common stock to the Nasdaq Capital Market, which closed in June 2025, finder’s fee in connection with the Deliverz.ai acquisition and listing expenses in connection with our anticipated listing on Nasdaq whereas the other income is mainly attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords” war.

Financial Expense (Income), Net

Our financial expense, net were $11,536 thousand and $3,112 thousand for the years ended December 31, 2025 and 2024, respectively.

The financial expenses (income) net, consisted mainly of interest from short-term bank deposits, exchange rate differences income, interest expenses from loans and financial expense from the change at fair value of a derivative financial instrument.

Income Taxes

We have yet to generate taxable income. As of December 31, 2025, our net operating loss carryforwards for tax purposes were approximately $0 million (see note 12 to our consolidated financial statements). We anticipate that we will continue to generate losses for the foreseeable future and that we will be able to carry forward these losses for tax purposes to future taxable years. Accordingly, we do not expect to pay taxes in Israel until we have taxable income after the full utilization of our carry forward tax losses. On July 27, 2025, a tax ruling was received from the Israeli Tax Authority regarding the Securities Exchange Agreement with Deliverz.ai (the “Ruling”). According to the Ruling, the former shareholders of Deliverz.ai will be exempt from tax payments on the gains resulting from the sale of Deliverz.ai shares to the Company until the realization of the Company’s shares paid to them as consideration, and concurrently all tax losses of the Company that existed prior to the date of Securities Exchange Agreement with Deliverz.ai will expire, except that such losses may be offset against a sale of Quantum X Labs Inc. shares. Additionally, according to the Ruling, any gain or loss arising from our potential sale of Deliverz.ai shares may not be offset against any tax loss that existed prior to the date of Securities Exchange Agreement.

Results of Operations

The period-to-period comparisons of our results of operations have been prepared using the historical periods included in our consolidated financial statements. The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this document. We have derived this data from our consolidated financial statements included elsewhere in this registration statement.

Comparison of the year ended December 31, 2025 to the year ended December 31, 2024

Results of Operations