What the changes say
- The company abandoned its first-generation international product and CE Mark, pivoting focus to the new Glucotrack CBGM product under preclinical development in the U.S.
What changed since the prior 10-K
New
- NewRisks Related to our Business and Industry
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets
Global economic volatility, geopolitical conflicts, and inflation could hinder our ability to secure necessary capital.
- NewRisks Related to Owning our Common Stock
We have a substantial number of convertible securities outstanding and the exercise of our outstanding warrants could have a dilutive effect on our Common Stock
The exercise of outstanding convertible securities and warrants could dilute existing stockholders and depress common stock prices.
- NewRisks Related to Owning our Common Stock
Our charter documents, Delaware law, and our commercial contracts may contain provisions that may discourage an acquisition of us by others and may prevent attempts by our stockholders to replace or remove our current management
Charter provisions, Delaware law, and commercial contracts discourage third-party acquisitions and management removal attempts.
Dropped
- DroppedRisks Related to Owning our Common Stock
In order to remain listed on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements
Reworded
- 90% rewrittenRisks Related to Owning our Common Stock
We have never declared or paid any cash dividends on our Common Stock and do not anticipate paying any dividends on our Common Stock in the foreseeable future
Added a cross-reference regarding Nasdaq delisting consequences in the dividend risk.
- 51% rewrittenRisks Related to our Business and Industry
We have a history of operating losses, and there is no assurance that we will generate material revenues or become profitable in the near future
Updated net losses to $19.4 million for 2025 and $22.6 million for 2024, an accumulated deficit of $151.8 million, and noted the 2023 abandonment of the first-generation product and CE Mark.
- 48% rewrittenRisks Related to our Business and Industry
Raising additional capital may cause dilution to our existing stockholders and investors, restrict our operations, or require us to relinquish rights to our products and/or product candidates on unfavorable terms to us
No substantive changes made to the text regarding raising additional capital and potential dilution.
- 39% rewrittenRisks Related to our Business and Industry
When we evolve from a company primarily involved in development to a company also involved in commercialization, we may encounter difficulties in managing our growth and expanding our operations successfully
Updated the description of development stages to include pre-clinical studies and human clinical trials for building marketing capabilities.
Was: As we continue to evolve from a company primarily involved in development to a company also involved in commercialization, we may encounter difficulties in managing our growth and expanding our operations successfully
- 30% rewrittenRisks Related to Owning our Common Stock
We had identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures
Updated the period for material weaknesses in internal controls to December 31, 2025, and noted that management began implementing corrective actions.
- 28% rewrittenRisks Related to our Business and Industry
The funding that we received through the Israeli Innovation Authority (“IIA”) for research and development activities restricts our ability to manufacture products or to transfer technology outside of Israel of its first product which we have taken off the market and no longer have available for sale
Added that the Israeli subsidiary is dissolving, the first-generation product was abandoned, and focus has shifted to U.S. development of the second product.
Was: The funding that we received through the Israeli Innovation Authority (“IIA”) for research and development activities restricts our ability to manufacture products or to transfer technology outside of Israel
- 24% rewrittenRisks Related to our Business and Industry
If product liability lawsuits are brought against us, we may incur substantial liabilities
No substantive text changes were made regarding potential product liability lawsuits.
- 22% rewrittenRisks Related to our Business and Industry
We do not know whether our future clinical trials will begin on time, or at all, and whether ongoing and/or future clinical trials will be completed on schedule, or at all
No substantive text changes were made regarding clinical trial timelines and delays.
All 35 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business and Industry
- 01We have a history of operating losses, and there is no assurance that we will generate material revenues or become profitable in the near future51% rewritten
- 02When we evolve from a company primarily involved in development to a company also involved in commercialization, we may encounter difficulties in managing our growth and expanding our operations successfully39% rewritten
- 03We may have future capital needs and may not be able to obtain additional financing on acceptable terms
- 04Raising additional capital may cause dilution to our existing stockholders and investors, restrict our operations, or require us to relinquish rights to our products and/or product candidates on unfavorable terms to us48% rewritten
- 05Economic crises and market instability may materially and adversely affect the demand for our products, as well as our ability to obtain credit or secure funds through sales of our stock, which may materially and adversely affect our business, financial condition and ability to fund our operations
- 06Glucotrack CBGM is not approved for sale in the United States or other jurisdictions
- 07We are highly dependent on the success of our primary product candidate, Glucotrack CBGM, and cannot give any assurance that it will receive regulatory approval or clearance or be successfully commercialized
- 08If our competitors develop and market products that are more effective, safer or less expensive than Glucotrack CBGM or our future product candidates, if any, our commercial opportunities will be adversely affected
- 09We do not know whether our future clinical trials will begin on time, or at all, and whether ongoing and/or future clinical trials will be completed on schedule, or at all22% rewritten
- 10The regulatory approval process is expensive, time-consuming and uncertain and may prevent us from obtaining approvals for the commercialization of Glucotrack CBGM or our future product candidates, if any
- 11Failure to recruit and enroll patients for clinical trials may cause the development of our product candidates to be delayed
- 12The terms of clearances or approvals and ongoing regulation of our products may limit how we manufacture and market our product candidates, which could materially impair our ability to generate anticipated revenues
- 13Even if we receive regulatory clearance or approval to market Glucotrack CBGM or our future product candidates, if any, the market may not be receptive to our products
- 14If the Glucotrack CBGM or our future product candidates, if any, fail to achieve sufficient reimbursement and coverage, we may not be able to generate significant revenue or achieve or sustain profitability
- 15We may not obtain insurance coverage to adequately cover all significant risk exposures
- 16If product liability lawsuits are brought against us, we may incur substantial liabilities24% rewritten
- 17If we fail to attract and retain key management and scientific personnel, we may be unable to successfully develop or commercialize Glucotrack CBGM or our future product candidates, if any
- 18We do not own or operate manufacturing facilities for clinical or commercial production of Glucotrack CBGM, other than a research and prototyping lab. We, therefore, lack the internal capability to manufacture the Glucotrack CBGM on a commercial scale
- 19Independent clinical investigators and contract research organizations that we may engage to conduct our clinical trials may not be diligent, careful or timely
- 20Our business may become subject to economic, political, regulatory and other risks associated with international operations, which could harm our business
- 21The funding that we received through the Israeli Innovation Authority (“IIA”) for research and development activities restricts our ability to manufacture products or to transfer technology outside of Israel of its first product which we have taken off the market and no longer have available for sale28% rewritten
- 22Our results of operations could be adversely affected by general conditions in the global economy and in the global financial marketsNew
Risks Related to Owning our Common Stock
- 23We have never declared or paid any cash dividends on our Common Stock and do not anticipate paying any dividends on our Common Stock in the foreseeable future90% rewritten
- 24There can be no assurance that we will be able to continue to maintain compliance with the Nasdaq Listing Rules. If we are not able to comply with applicable Nasdaq Listing Rules, our shares of Common Stock will be subject to delisting
- 25We had identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures30% rewritten
- 26The market price and trading volume of our Common Stock has been volatile and may continue to be volatile due to numerous circumstances beyond our control, and stockholders could lose all or part of their investment
- 27We have a substantial number of convertible securities outstanding and the exercise of our outstanding warrants could have a dilutive effect on our Common StockNew
- 28Our charter documents, Delaware law, and our commercial contracts may contain provisions that may discourage an acquisition of us by others and may prevent attempts by our stockholders to replace or remove our current managementNew
Risks Related to Intellectual Property
- 29If we are unable to obtain and enforce patent protection for our products, our business could be materially harmed
- 30If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected
- 31Our commercial success depends significantly on our ability to operate without infringing the patents and other proprietary rights of third parties
- 32If we become involved in patent litigation or other proceedings related to a determination of rights, we could incur substantial costs and expenses, substantial liability for damages or be required to stop our product development and commercialization efforts
- 33Security threats to our information technology infrastructure could expose us to liability and damage our reputation and business
- 34If we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of our technology and product could be significantly diminished
- 35We may be subject to claims that our employees or consultants have wrongfully used or disclosed alleged trade secrets
Other Glucotrack 10-Ks
- FY2024 10-K risk factors33 risks
The company relies heavily on the success of its flagship medical device, Glucotrack CBGM, which is not yet approved.
Filed Mar 31, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.