CHEV

New in FY2025

• Risks Related to Our Common Stock ● We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors. ● We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures. ● Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses. ● Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell. ● We may be subject to securities litigation, which is expensive and could divert management attention. ● If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports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 our shares, our share price and trading volume could decline. ● Our management team has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members. ● We incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives. ● Raising additional capital or the issuance of additional equity securities would cause dilution to our existing stockholders and may affect the rights of existing stockholder or the market price of our common stock. ● Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall. ● We have never paid, and we currently do not intend to pay dividends.
• We have incurred net losses since our inception, including net losses of approximately $3,295 and $2,908 thousand for the years ended December 31, 2025 and 2024, respectively.
• Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline.
• We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures.
• We have identified control deficiencies in our financial reporting process that constitute material weaknesses for the years ended December 31, 2024 and 2023.
• The material weaknesses were related to inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment.
• In order to address such material weaknesses, we have been actively engaged in developing and implementing remediation plans.
• The remediation efforts are ongoing and include or are expected to include engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing the Company’s system of internal controls necessary to mitigate the risks identified; preparation of written documentation of the Company’s internal control policies and procedures and until we have sufficient technical accounting resources, we may engage external consultants, if necessary, to provide support and to assist us in our evaluation of more complex applications of GAAP.
• In September 2025, we appointed a new chief executive officer and new chief financial officer.
• In connection with these appointments, we also hired additional full time accounting and financial staff with appropriate public company experience and technical accounting knowledge as part of our ongoing efforts to address the material weaknesses and internal control deficiencies that have been identified.
• Since these appointments, we have started to build internal control policies and procedures, including the design of processes and controls related to timely closing of the financial books, such as the assignment of clear responsibilities, appropriate segregation of duties, deadlines and review process, to improve our internal control over financial reporting.
• While we believe the remediation actions described above improved our internal control over financial reporting, we continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of the material weaknesses.
• We believe that our remediation plan, including the efforts we have undertaken, will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting.
• As we continue to evaluate, and work to improve our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
• Further, there can be no assurance that we will not suffer from other material weaknesses or significant deficiencies in the future.
• If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal controls over financial reporting in the future, such failure could result in a material misstatement of our annual or quarterly financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements, limit our ability to raise capital and have a negative effect on the trading price of our common stock.
• Additionally, failure to remediate the material weakness or otherwise maintain effective internal controls over financial reporting may also negatively impact our operating results and financial condition, impair our ability to timely file our periodic and other reports with the SEC, subject us to additional litigation and regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures.
• Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
• We are subject to the periodic reporting requirements of the Exchange Act.
• We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
• We believe that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
• These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.
• Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls.
• Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.
• Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our results of operations.
• Our results of operations may vary based on the impact of changes in our industry and the global economy on us and our customers.
• Current or future economic uncertainties or downturns could adversely affect our business, financial condition and results of operations.
• Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial, and credit market fluctuations, political turmoil, natural catastrophes, any pandemic, epidemic or outbreak of infectious disease, warfare, protests and riots, and terrorist attacks on the United States, Europe, the Asia Pacific region, or elsewhere, could cause a decrease in business investments by our customers and potential customers, including spending on information technology, and negatively affect the growth of our business.
• To the extent our offerings are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending.
• Also, customers may choose to develop in-house software as an alternative to using our offerings.
• Moreover, competitors may respond to market conditions by lowering prices.
• We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.
• If the economic conditions of the general economy or markets in which we operate do not improve, or worsen from present levels, our business, financial condition and results of operations could be adversely affected.
• The estimates of market opportunity and forecasts of market growth included in this Annual Report 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.

and 62 more.

Gone since FY2024

• Risks Related to Our Common Stock ● We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors. ● If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected. ● Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses. ● Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell. ● We may be subject to securities litigation, which is expensive and could divert management attention. ● 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 our shares, our share price and trading volume could decline. ● We have no operating experience as a publicly traded company in the United States. ● Raising additional capital will cause dilution to our existing stockholders and may affect the rights of existing stockholders. ● Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall. ● We have never paid, and we currently do not intend to pay dividends.
• We have incurred net losses since our inception, including net losses of approximately $842 thousand for the year ended December 31, 2024.
• As of December 31, 2024, we had accumulated losses of approximately $2.9 million.
• Moreover, the terms of any financing may adversely affect the holdings or the rights of our shareholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline.
• If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.
• We are required to establish and maintain appropriate internal controls over financial reporting.
• Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations.
• Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial fraud.
• In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed or other matters that may raise concerns for investors.
• Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.
• Management has identified material weaknesses regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment.
• Management of the Company believes that these material weaknesses are due to the small size of the Company’s outsourced accounting staff.
• The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.
• We have no operating experience as a publicly traded company in the United States.
• We have no operating experience as a publicly traded company in the U.S.
• Although at least one individual who now constitutes our management team has experience managing a publicly-traded company, there is no assurance that the past experience of our management team will be sufficient to operate our company as a publicly traded company in the United States, including timely compliance with the disclosure requirements of the SEC.
• In addition, our management team may not be able to successfully or efficiently manage our company as a U.S. public reporting company that is subject to regulatory oversight and reporting obligations.
• Raising additional capital will cause dilution to our existing stockholders and may affect the rights of existing stockholders.
• We may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic and licensing arrangements.
• To the extent that we raise additional capital through the issuance of equity or convertible debt securities, stockholders’ ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of our common stock.
• Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries and terrorist organizations, including Hamas (an Islamist militia and political group in the Gaza strip) and Hezbollah (an Islamist militia and political group based in Lebanon).
• As of March 12, 2025, we have two senior management positions, who we engage in part-time capacities via consulting agreements.
• In addition, we have four (4) engineers working for us as part-time consultants.
• Since the commencement of these events, there have been continued hostilities along Israel’s northern border with the Hezbollah terror organization), with the Houthis in Yemen and on other fronts with various extremist groups in the region, such as various rebel militia groups in Syria and Iraq.
• It is possible that hostilities with Iran, Hezbollah, the Houthis and Syria will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, will join the hostilities.
• In addition, Iran recently launched direct attacks on Israel involving hundreds of drones and missiles, has threatened to continue to attack Israel, and is widely believed to be developing nuclear weapons.
• Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq.
• Any hostilities, armed conflicts, terrorist activities involving Israel or the interruption or curtailment of trade between Israel and its trading partners, or any political instability in the region could adversely affect business conditions and our results of operations and could make it more difficult for us to raise capital and could adversely affect the market price of our shares.
• An escalation of tensions or violence might result in a significant downturn in the economic or financial condition of Israel, which could have a material adverse effect on our operations in Israel and our business.
• However, the intensity and duration of the security situation in Israel is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general.
• If the ceasefire declared collapses or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.
• Finally, political conditions within Israel may affect our operations.
• Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest.
• Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects.
• All of our officers and employees reside in Israel and many may be required to perform annual military reserve duty.