Exhibit 99.1
Maris-Tech Ltd.
Condensed
Interim Financial
Statements
As of June 30, 2022
(Unaudited)
Maris-Tech Ltd.
Condensed Interim Financial Statements as of June 30, 2022 (Unaudited)
Table of contents
F-1
Maris Tech Ltd.
Condensed Interim Balance Sheets
(Unaudited)
| June 30, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term deposits | ||||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Inventories, net | ||||||||
| Total current assets | $ | $ | ||||||
| Non-current assets | ||||||||
| Restricted deposits | $ | $ | ||||||
| Deferred issuance costs | ||||||||
| Property, plant and equipment, net | ||||||||
| Severance pay deposits | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total non-current assets | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
The accompanying notes are an integral part of the condensed interim financial statements.
F-2
Maris Tech Ltd.
Condensed Interim Balance Sheets
(Unaudited)
| June 30, 2022 | December 31, 2021 | |||||||
| Liabilities and Equity (net of capital deficiency) | ||||||||
| Current Liabilities | ||||||||
| Short-term bank credit and current maturities of long-term bank loans | $ | $ | ||||||
| Trade payables | ||||||||
| Other current liabilities | ||||||||
| Short-term liabilities due to related party | ||||||||
| Total current liabilities | $ | $ | ||||||
| Long-Term Liabilities | ||||||||
| Long-term loans, net of current maturities | $ | $ | ||||||
| Long-term loans from related party | ||||||||
| Warrants to purchase ordinary shares | ||||||||
| Non-current operating lease liabilities | ||||||||
| Accrued severance pay | ||||||||
| Total long-term liabilities | $ | $ | ||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and Contingencies | ||||||||
| Equity | ||||||||
| Shareholders’ equity (capital deficiency) | ||||||||
| Ordinary shares, par value: Authorized - | ||||||||
| Preferred shares, par value: Authorized - shares and | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ equity (capital deficiency) | ( | ) | ||||||
| Total Liabilities and Equity (net of capital deficiency) | $ | |||||||
The accompanying notes are an integral part of the condensed interim financial statements.
F-3
Maris Tech Ltd.
Condensed Interim Statements of Operations
(Unaudited)
| Six months ended | ||||||||
| June
30, 2022 | June
30, 2021 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Financial income (expenses), net | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| $ | ( | ) | $ | ( | ) | |||
| Weighted average number of ordinary shares used in computing loss per ordinary share | ||||||||
The accompanying notes are an integral part of the condensed interim financial statements.
F-4
Maris Tech Ltd.
Condensed Interim Statements of Changes in Shareholders’ Equity (Capital Deficiency)
(Unaudited)
| Number
of Shares issued | Number
of Preferred Shares issued | Share capital | Additional paid in capital | Accumulated deficit | Total Shareholders’ capital deficiency | |||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Changes during the six months period ended June 30, 2022: | ||||||||||||||||||||||||
| Issuance of ordinary shares and warrants upon IPO | ||||||||||||||||||||||||
| Issuance costs | - | ( | ) | ( | ) | |||||||||||||||||||
| Conversion of preferred shares into ordinary shares | ( | ) | ||||||||||||||||||||||
| Reclassification of warrants to purchase ordinary shares from liability to equity | - | |||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | ( | ) | $ | |||||||||||||||||||
| Balance at January 1, 2021 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Changes during the six months period ended June 30, 2021: | ||||||||||||||||||||||||
| Issuance of Capital, net | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
The accompanying notes are an integral part of the condensed interim financial statements.
F-5
Maris Tech Ltd.
Condensed Interim Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||||
| June
30, 2022 | June
30, 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss from operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Financial income | ( | ) | ||||||
| Share-based compensation | ||||||||
| Change in fair value of Warrants | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accrued severance pay | ||||||||
| Increase in trade receivables | ( | ) | ( | ) | ||||
| Decrease (increase) in other receivables | ( | ) | ||||||
| Increase in inventories | ( | ) | ( | ) | ||||
| Increase in trade payables | ||||||||
| Increase (decrease) in other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows from investing activities: | ||||||||
| Investment in short-term deposits | $ | ( | ) | $ | ||||
| Investment in severance funds | ( | ) | ( | ) | ||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows from financing activities: | ||||||||
| Repayment of short-term bank credit | $ | ( | ) | $ | ( | ) | ||
| loan received from controlling shareholders | ||||||||
| Issuance of shares and warrants | ||||||||
| Issuance costs paid | ( | ) | ( | ) | ||||
| Deferred issuance costs | ( | ) | ||||||
| Repayment of long-term bank loans | ( | ) | ( | ) | ||||
| Repayment of loan from related party | ( | ) | ||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Increase in cash, cash equivalents and restricted cash | ||||||||
| Cash, cash equivalents and restricted cash at the beginning of the year | ||||||||
| Cash, cash equivalents and restricted deposits at the end of the period | $ | $ | ||||||
The accompanying notes are an integral part of the condensed interim financial statements.
F-6
Maris Tech Ltd.
Condensed Interim Statements of Cash Flows
(Unaudited)
| Cash paid during the period for: | ||||||||
| Interest paid | $ | $ | ||||||
| Supplemental disclosures of non-cash flow information | ||||||||
| Reclassification of warrants to purchase ordinary shares from liability to equity | $ | $ | ||||||
The below table reconciles cash, cash equivalents and restricted deposits as reported in the consolidated balance sheets to the total of the same amounts shown in the consolidated statements of cash flows:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted deposits | ||||||||
| Total | $ | $ | ||||||
The accompanying notes are an integral part of the condensed interim financial statements.
F-7
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 1 - General
| A. | Introduction |
Maris-Tech Ltd. (the “Company”) was incorporated in 2008 in Israel. The Company develops, designs and manufactures high-end digital video and audio products and solutions for the professional as well as the civilian and home security markets, which can be sold off the shelf or fully customized to meet customers’ requirements.
On February 4, 2022, the Company closed an initial public
offering (“IPO”). In connection with the IPO, the Company issued and sold
The company operates in Israel and sells to customers in other countries, including the United Kingdom and Switzerland.
| B. | Basis of Presentation |
The accompanying unaudited condensed interim financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2021. The condensed balance sheet as of December 31, 2021 is derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP.
In the opinion of management, all adjustments considered necessary for a fair statement, consisting of normal recurring adjustments, have been included. Operating results for the six-months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
Use of Estimates:
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs, expenses that are reported in the condensed interim financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.
F-8
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 1 – General (Continued)
| C. | Liquidity and Capital Resources |
The Company has experienced net
losses and negative cash flows from operations since its inception and has relied on its ability to fund its operations primarily through
proceeds from sales of Ordinary Shares and warrants of the Company, loans from banks and long-term loans from shareholders. As of June
30, 2022 and December 31, 2021, the Company had working capital of $
On March 24, 2021, the Company
issued
On February 4, 2022, in connection with the IPO,
During February and May 2022, the
Company repaid its liabilities to banks and Yaad Consulting and Management Services (1995) Ltd. (“Yaad”) in the total amount
of approximately $
Therefore, based on management’s projections of the business results for the next twelve months, management concluded that the Company has sufficient liquidity to satisfy its obligations over the next twelve months. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
In connection with the outbreak of COVID-19, the Company has taken steps to protect its workforce in Israel. Such steps include remote work when possible, minimizing face-to-face meetings and utilizing video conference as much as possible, practicing social distancing at facilities and elimination of all international travel. The Company continues to comply with all local health directives.
F-9
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 1 – General (Continued)
Another impact of the COVID-19 pandemic has been on product delivery, where the lead time to procure component parts is longer and a shortage in supply of component parts has increased as the duration of the COVID-19 pandemic has continued. As long as the COVID-19 pandemic continues, the lead time to obtain component parts may be longer than normal and shortage in supply of component parts may continue or worsen. Therefore, the Company maintains a comprehensive network of world-wide suppliers.
Note 2 - Significant Accounting Policies
Except as described in Note 2E below, these interim unaudited condensed financial statements have been prepared according to the same accounting policies as those discussed in the Company’s audited financial statements and related notes for the year ended December 31, 2021.
| A. | Reverse share split |
On August 25, 2021, the Company’s shareholders approved an amendment to the Company’s Articles of Association giving effect to a 4:1 reverse share split. The number of authorized shares was affected by the reverse share split. References made to authorized shares, outstanding shares and per share amounts in the accompanying financial statements and applicable disclosures have been retroactively adjusted to reflect this reverse stock split.
| B. | Basic and diluted net loss per share |
Basic and diluted net loss per Ordinary Share is computed based on the weighted average number of Ordinary Shares outstanding during each year. Shares issuable, are considered outstanding Ordinary Shares including the preferred shares and included in the computation of basic net loss per Ordinary Share as of the date that all necessary conditions have been satisfied.
Warrants to purchase Ordinary Shares,
including warrants to purchase Ordinary Shares classified as liability and Ordinary Shares underlying outstanding options in the amount
of
| C. | Leases |
The Company determines whether an arrangement is a lease for accounting purposes at contract inception. Operating leases are recorded as right-of-use (“ROU”) assets, which are included in right-of-use assets, and lease liabilities, which are included in other payable and non-current operating lease liabilities on the consolidated balance sheets, respectively. As of June 30, 2022, the Company did not have any finance leases.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate; the Company uses an incremental borrowing rate for specific terms on a collateralized basis based on the information available on either the Accounting Standards Codification (“ASC”) Topic 842 “Leases” (“ASC 842”), transition date or commencement date as applicable in determining the present value of lease payments.
F-10
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 2 - Significant Accounting Policies (continued)
The ROU asset calculation includes lease payments to be made. The ROU asset and lease liability may include amounts attributed to options
to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating
leases is recognized on a straight-line basis over the lease term. In addition, the Company has elected the practical expedients related
to lease classification and hindsight.
The Company is a party to two lease agreements for its facilities until October 2024. The Company has the option to extend the agreements for additional periods until October 2027. In addition, the company also leases vehicles for its employees.
The Company’s lease expense was as follows:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Lease expense | $ | $ | ||||||
Cash flow and other information related to operating leases as follows:
| June 30, | ||||
| 2022 | ||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | |||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | |||
| Weighted-average remaining lease term — operating leases (years) | ||||
| Weighted-average discount rate — operating leases | % | |||
The following table sets forth a maturity analysis of the Company’s operating lease liabilities:
| 2022 | $ | |||
| 2023 | $ | |||
| 2024 | $ | |||
| 2025 | $ | |||
| 2026 | $ | |||
| 2027 | $ | |||
| Total undiscounted cash flows | $ | |||
| Less: imputed interest | $ | |||
| Present value of operating lease liabilities | $ |
F-11
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 2 - Significant Accounting Policies (continued)
| December 31, 2021 | ||||
| 2022 | $ | |||
| 2023 | $ | |||
| 2024 | $ | |||
| 2025 | $ | |||
| 2026 | $ | |||
| 2027 | $ | |||
| D. | Share based compensation |
The Company applies statement of ASC 718, “Share-based Payment.” ASC 718 requires awards classified as equity awards to be accounted for using the grant-date fair value method. The fair value of share-based payment transactions is recognized as expense over the requisite service period. Forfeitures are accounted for as they occur.
The Company measures the compensation cost related to the options awarded on the grant date and recognize the cost on a straight-line method over the requisite service period of the awards, including awards with graded vesting and no additional conditions for vesting other than service conditions.
Fair value of the equity instrument issued to a non-employee is measured as of the grant date. The fair value of the awards is recognized over the vesting period, which coincides with the period that the counter-party is providing services to the Company.
| E. | Recently issued accounting pronouncements |
As an emerging growth company, the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election.
Accounting Pronouncements Adopted in 2022
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update leases “ASU 2016-02”
regarding FASB ASC 842. The new guidance requires lessees to recognize lease assets and lease liabilities for those leases classified
as operating leases under previous FASB guidance. The Company adopted ASC 842 on January 1, 2022, using a modified retrospective basis
and applied the practical expedients related to the transition. The adoption resulted in an increase of approximately $
F-12
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 2 - Significant Accounting Policies (continued)
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for fiscal years beginning on or after January 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its financial statements and related disclosures.
Note 3 - Inventories, net
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Raw materials | $ | $ | ||||||
| Finished products | ||||||||
| $ | $ | |||||||
The inventory write-off for the period ended June 30, 2022 and June
30, 2021 was $
Note 4 - Other Current Liabilities
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Employees and related expenses | $ | $ | ||||||
| Provision for warranty | ||||||||
| Accrued expenses | ||||||||
| Current maturities of operating leases | ||||||||
| Government Authorities | ||||||||
| $ | $ | |||||||
Note 5 - Commitments and Contingencies
| A. | Liens |
The Company had recorded floating charges on all of its tangible assets in favor of banks. Upon the closing of the IPO, the Company repaid its liabilities to banks and released all the collaterals it provided to banks.
The Company’s long term restricted deposit
in the amount of $
F-13
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 5 - Commitments and Contingencies (continued)
| B. | Guarantees |
Certain shareholders of the Company
provided a guarantee to the Company’s lenders in the amount of $
Note 6 – Revenues
Disaggregation of revenue
The following table disaggregates the Company’s revenues based on the nature and characteristics of its contracts, for the six months ended June 30, 2022 and 2021:
| Six months ended | ||||||||
| June 30, 2022 | June 30, 2021 | |||||||
| Sales of products | $ | $ | ||||||
| Proof of concept and non-recurring engineering contracts | $ | |||||||
| $ | $ | |||||||
Note 7 – Warrants
The fair value of the warrants issued in March 2021, classified as a liability, as of December 31, 2021 was calculated by independent valuation expert using the Black–Scholes option price model based on the following assumptions:
| Merger and Acquisition (“M&A”) Scenario | IPO Scenario | |||||||
| Expected volatility (%) | ||||||||
| Risk-free interest rate (%) | ||||||||
| Expected Life (years) | ||||||||
| Value per share | ||||||||
| Exercise price (U.S. dollars per share) | ||||||||
In addition, based on management’s
expectations for the merger and acquisition scenario, the value was calculated by performing numerous iterations based on the latest transaction
with a probability assigned to this case of
The fair value of the warrants issued in March 2021, classified as a liability, as of February 4, 2022, was calculated using the Black–Scholes option price model based on the following assumptions:
| Expected volatility (%) | |
| Risk-free interest rate (%) | |
| Expected Life (years) | |
| Value per share | |
| Exercise price (U.S. dollars per share) |
F-14
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 7 – Warrants (continued)
The fair value of the warrants as of
February 4, 2022 was $
For information regarding the warrants issued in the IPO see Note 8.
Note 8 – Equity
| A. | IPO |
On February 4, 2022, the Company issued
and sold in connection with the closing of the IPO
Certain actions were completed in connection with the closing of the IPO, including:
| 1) | The |
| 2) | The Company’s warrants to purchase up to an aggregate of |
| 3) | The Company issued |
| 4) |
| 5) | The Company issued to its legal advisor for the IPO warrants to purchase up to |
F-15
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 8 – Equity (continued)
| 6) | The Company filed with the Israeli Companies Registrar an amendment to its Articles of Association to increase the authorized registered
share capital of the Company to |
| B. | Private Placement |
On
March 24, 2021, the Company entered into a share purchase agreement (the “March 2021 SPA”), pursuant to which the Company
issued an aggregate of
Each of the March 2021 Investors also received one warrant to purchase one Ordinary Share for each Preferred Share issued to such investor. Such warrants are exercisable pursuant to the following terms: (i) if an initial public offering of the Ordinary Shares is consummated by the Company during a period of fifteen months from the issuance date of the warrant, the warrants will be exercisable until March 24, 2026, at an exercise price of $6.1248 per Ordinary Share; or (ii) if no initial public offering of the Ordinary Shares is consummated by the Company during such fifteen month period, the warrants will be exercisable until September 24, 2023, at an exercise price of $7.9888 per Ordinary Share.
The
Preferred Shares qualify to be recognized within permanent equity. Therefore, the consideration in the amount of $
Issuance cost were allocated to profit or loss and equity based on the proportion of the allocated consideration described above.
Note 9 - Share base compensation
On June 27, 2021,
F-16
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 9 - Share base compensations (continued)
On February 4, 2022,
On February 4, 2022,
On February 4,2022,
On April 1, 2022,
F-17
Maris Tech Ltd.
Notes to Condensed Interim Financial Statements
(Unaudited)
Note 10 – Fair value of financial instruments
The Company’s financial instruments consist mainly of cash and cash equivalents, short-term deposit, accounts receivable, restricted deposits for employee benefits, accounts payable, warrants, short-term and long-term loans.
Fair value for the measurement of financial assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows:
| ● | Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
| ● | Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
| ● | Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
By distinguishing between inputs that are observable in the market place, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The Company, in estimating fair value for financial instruments, determined that the carrying amounts of cash and cash equivalents, short-term deposit, trade receivables, short-term bank credit, trade payables, short term loans from shareholders are equivalent to, or approximate their fair value due to the short-term maturity of these instruments. The liabilities include long-term loans from shareholders that do not bear any interest, but taking into account the schedule of its maturities and its amount are approximate to their fair value.
Note 11 – Related party transactions
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Balances with related parties: | ||||||||
| Short-term liabilities due to shareholders | $ | $ | ||||||
| Long -term loans due to shareholders | $ | $ | ||||||
Note 12 – Other events occurred during the period
On June 1, 2022, the
Company announced that its board of directors has authorized a share repurchase plan (the “Repurchase Plan”) allowing the
Company to invest up to $
The Repurchase Plan authorizes the Company’s management to repurchase Ordinary Shares, from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. Such repurchases will be made in accordance with applicable U.S. securities laws and regulations, under the U.S. Securities Exchange Act of 1934, as amended, and applicable Israeli law, and are subject to the approval of the Israeli court, which is meant to ensure that the Company has enough resources for the Repurchase Plan without affecting its other on-going obligations and commitments. The Repurchase Plan does not obligate the Company to repurchase any specific number of the Ordinary Shares and may be suspended or terminated at any time at management’s discretion. As of June 30, 2022, no shares have been repurchased under the Repurchase Plan.
F-18