Core Insights - A2Z Cust2Mate Solutions Corp. has completed a $45 million equity financing round at $8.00 per share, which was oversubscribed due to strong demand from top-tier investors [1] - The financing round was anchored by prominent financial institutions, including Wellington Management and a leading global long-only investment manager, along with support from existing shareholders [1] Financial Highlights - The company has received $80 million in global orders, indicating strong market demand for its smart retail technology [1] - The completion of the financing round positions the company to execute its growth strategy effectively [1]

Group 1 - A2Z Cust2Mate Solutions Corp. announced the pricing of its upsized and oversubscribed underwritten public offering of 5,625,000 common shares at a price of $8.00 per share [1] - The offering was led by fundamental institutional investors, including Wellington Management, and involved a leading global long-only investment manager, a premier alternative asset manager, and A2Z's largest existing shareholders [1]

Core Viewpoint - A2Z Cust2Mate Solutions Corp. has announced a proposed public offering of its common shares, indicating a strategic move to raise capital in the market [1] Company Summary - A2Z Cust2Mate Solutions Corp. is identified as a global leader in innovative technology solutions, highlighting its position within the industry [1] - The public offering is underwritten, suggesting that the company is seeking to ensure the sale of its shares through a financial institution [1] - The completion of the offering is subject to market and other conditions, indicating potential uncertainties regarding the timing and terms of the offering [1]

Core Insights - A2Z Cust2Mate Solutions Corp. has appointed Fraser Neil as the new Chief Sales Officer to enhance its global sales strategy [1] - The company aims to build and scale a global sales team with dedicated executives in North America, Europe, and Israel [1]

Group 1 - A2Z Cust2Mate Solutions Corp. has entered into an agreement to monetize retail media, data, and digital assets generated by its smart shopping carts deployed in Yochananof supermarket chain in Israel [1] - The company previously announced the deployment of 5,000 Cust2Mate 3.0 smart shopping carts [1] - Historical data indicates that the average transaction using the smart cart lasts approximately 50 minutes [1]

[Condensed Consolidated Interim Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Statements) This section presents A2Z Cust2Mate Solutions Corp.'s unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2025, including statements of financial position, loss, equity, cash flows, and detailed notes [Condensed Consolidated Interim Statements of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Financial%20Position) The company's financial position as of June 30, 2025, shows a significant increase in total assets, primarily driven by a rise in cash and cash equivalents and short-term deposits, with total equity also seeing a substantial increase while total liabilities experienced a moderate rise Financial Position Summary (Thousands USD) | Metric | June 30, 2025 (Thousands USD) | December 31, 2024 (Thousands USD) | Change (Thousands USD) | % Change | | :-------------------------------- | :------------------------------ | :-------------------------------- | :--------------------- | :------- | | **ASSETS** | | | | | | Cash and cash equivalents | 28,451 | 13,526 | 14,925 | 110.34% | | Short-term deposits | 7,577 | 206 | 7,371 | 3578.16% | | Inventories | 3,392 | 796 | 2,596 | 326.13% | | Total current assets | 42,598 | 17,133 | 25,465 | 148.64% | | Total non-current assets | 3,500 | 1,745 | 1,755 | 100.57% | | **Total Assets** | **46,098** | **18,878** | **27,220** | **144.19%** | | **LIABILITIES** | | | | | | Total current liabilities | 12,951 | 11,538 | 1,413 | 12.25% | | Total non-current liabilities | 1,617 | 496 | 1,121 | 226.01% | | **Total liabilities** | **14,568** | **12,034** | **2,534** | **21.06%** | | **SHAREHOLDERS' EQUITY** | | | | | | Total equity (deficit) | 31,530 | 6,844 | 24,686 | 360.70% | [Condensed Consolidated Interim Statements of Loss and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Loss%20and%20Comprehensive%20Loss) The company experienced a significant increase in net loss for both the three and six months ended June 30, 2025, compared to the prior year, driven by higher operating expenses and a substantial loss on warrant liability revaluation Key Financial Performance Indicators (Thousands USD) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | 1,160 | 1,144 | 2,707 | 2,384 | | Cost of revenues | 890 | 1,059 | 1,857 | 1,975 | | Gross profit | 270 | 85 | 850 | 409 | | Research and development costs | 3,919 | 957 | 5,230 | 2,088 | | Sales and marketing costs | 828 | 583 | 1,256 | 894 | | General and administration expenses | 2,320 | 1,658 | 7,736 | 3,857 | | Operating loss | (6,797) | (3,113) | (13,372) | (6,430) | | Loss (gain) on revaluation of warrant liability | 4,135 | (421) | 3,735 | (3,775) | | Net loss for the period | (12,591) | (3,174) | (19,345) | (3,570) | | Net loss attributable to controlling shareholders | (12,515) | (2,570) | (18,937) | (2,403) | | Basic and diluted loss per share from continuing operations | (0.31) | (0.16) | (0.48) | (0.08) | | Basic and diluted loss per share from discontinued operations | (0.04) | (0.03) | (0.07) | (0.05) | - Weighted average number of shares outstanding significantly increased to **35,304,220** for the three months ended June 30, 2025, from 20,692,538 in the prior year, and to **34,177,189** for the six months ended June 30, 2025, from 18,516,826 in the prior year, partly due to a 1-for-2.5 reverse stock split approved on September 24, 2024, which retroactively adjusted all share numbers[5](index=5&type=chunk)[6](index=6&type=chunk) [Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) Shareholders' equity significantly increased from **$6,844 thousand** at January 1, 2025, to **$31,530 thousand** by June 30, 2025, driven by share issuances and warrant exercises despite a net loss Changes in Shareholders' Equity (Deficit) for Six Months Ended June 30, 2025 (Thousands USD) | Item | Ordinary share capital (Number of shares) | Additional paid in capital | Warrant reserve | Accumulated Other Comprehensive Income | Transactions with non-controlling parties | Accumulated deficit | Non-controlling interest | Total Equity of shareholder of the Company (Deficit) | | :----------------------------------------- | :---------------------------------------- | :------------------------- | :-------------- | :------------------------------------- | :---------------------------------------- | :------------------ | :----------------------- | :--------------------------------------------------- | | Balance - January 1, 2025 | 29,590,297 | 83,120 | 30,863 | (549) | 927 | (100,452) | (7,065) | 6,844 | | Net loss for the period | - | - | - | - | - | (18,937) | (408) | (19,345) | | Adjustments from translating financial statements | - | - | - | 536 | - | - | - | 536 | | Issuance of shares in January 2025 private placement | 4,748,150 | 27,395 | - | - | - | - | - | 27,395 | | Transactions with non-controlling interests | - | (8,117) | - | - | - | - | 6,267 | (1,850) | | Exercise of RSUs | 20,000 | - | - | - | - | - | - | - | | Exercise of warrants | 1,407,787 | 11,764 | (1,269) | - | - | - | - | 10,495 | | Exercise of options | 145,999 | 337 | - | - | - | - | - | 337 | | Share based compensation | 5,000 | 7,117 | - | - | - | - | - | 7,117 | | Balance – June 30, 2025 | 35,917,233 | 121,617 | 29,594 | (13) | 927 | (119,389) | (1,206) | 31,530 | [Condensed Consolidated Interim Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company saw net cash outflow from operations but significant inflow from financing, leading to a substantial increase in cash and cash equivalents Cash Flows for Six Months Ended June 30 (Thousands USD) | Activity | 2025 | 2024 | | :---------------------------------------- | :-------- | :-------- | | Net loss for the period | (19,345) | (3,570) | | Net cash provided by (used in) operating activities | (9,687) | (7,629) | | Net cash provided by (used in) investing activities | (8,128) | (33) | | Net cash provided by (used in) financing activities | 32,056 | 5,812 | | Decrease in cash and cash equivalents | 14,241 | (1,850) | | Cash and cash equivalents at beginning of period | 13,526 | 2,267 | | Cash and cash equivalents at end of period | 28,451 | 653 | - Key non-cash activities for the six months ended June 30, 2025, included the recognition of a lease liability and right-of-use asset of **$1,892 thousand** and a loss on divestment of a subsidiary of **$1,009 thousand**[12](index=12&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) These notes provide detailed information supporting the interim financial statements, covering operations, accounting policies, financial instruments, revenue, commitments, discontinued operations, segments, and subsequent events [NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS](index=10&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20AND%20CONTINUANCE%20OF%20OPERATIONS) A2Z Cust2Mate Solutions Corp., incorporated in 2018 and listed on NASDAQ, focuses on retail automation via 'smart cart' technology, and despite recurring losses, management believes it has sufficient funds for the foreseeable future - The Company was incorporated on January 15, 2018, and is listed on the NASDAQ Stock Market LLC under the symbol '**AZ**' since January 22, 2022[14](index=14&type=chunk)[15](index=15&type=chunk) - The Company's primary product is the Cust2Mate system, which incorporates a '**smart cart**' for retail automation solutions, automatically calculating purchases and offering features like product information, on-cart weighing, bar-code scanning, and on-board payment[21](index=21&type=chunk)[22](index=22&type=chunk) - As of June 30, 2025, the Company had accumulated losses of **$119,389 thousand** and a net loss from continuing operations of **$16,920 thousand** for the six months ended June 30, 2025; despite recurring losses, management believes it has sufficient funds due to recent equity issuances[23](index=23&type=chunk) - The ongoing war in Israel, declared in October 2023, has had no material effect on the Company's financial situation or activities, and operations have been maintained[24](index=24&type=chunk)[26](index=26&type=chunk) [NOTE 2 – BASIS OF PREPARATION](index=12&type=section&id=NOTE%202%20%E2%80%93%20BASIS%20OF%20PREPARATION) Interim financial statements are prepared in US dollars under IAS 34 and IFRS, with the functional currency being the New Israeli Shekel, and critical estimates for functional currency remain unchanged [Significant accounting policy](index=12&type=section&id=Significant%20accounting%20policy) Unaudited condensed consolidated interim financial statements are prepared in US dollars, the Company's reporting currency, in accordance with IAS 34 and IFRS accounting standards effective January 1, 2025 - The financial statements are prepared in **US dollars** (reporting currency) in accordance with **IAS 34** 'Interim Financial Reporting' and IFRS accounting standards effective January 1, 2025[28](index=28&type=chunk)[29](index=29&type=chunk) - The Company's functional currency is the **New Israeli Shekel**, and statements are prepared on a going concern and historical cost basis, with financial instruments measured at fair value[28](index=28&type=chunk)[31](index=31&type=chunk) [Critical Estimates and Assumptions](index=12&type=section&id=Critical%20Estimates%20and%20Assumptions) Management makes estimates and assumptions affecting reported financial amounts, with the functional currency for each subsidiary determined as the New Israeli Shekel, a judgment that remains unchanged for the period - Management makes estimates and assumptions that affect reported asset and liability amounts and expenses, with actual outcomes potentially differing from these estimates[32](index=32&type=chunk) - The functional currency for each subsidiary is the **New Israeli Shekel**, a determination that involves judgment, and no changes occurred during the six months ended June 30, 2025[33](index=33&type=chunk) [New Accounting Standards](index=13&type=section&id=New%20Accounting%20Standards) Amendments to IAS 21, 'Lack of Exchangeability,' effective January 1, 2025, introduce requirements for assessing currency exchangeability and estimating spot exchange rates, with no material effect on interim financial statements - New amendments to **IAS 21**, 'Lack of Exchangeability,' effective January 1, 2025, introduce requirements for assessing currency exchangeability and estimating spot exchange rates[34](index=34&type=chunk)[35](index=35&type=chunk) - These amendments have had no material effect on the interim condensed consolidated financial statements[37](index=37&type=chunk) [NOTE 3 – INVENTORY](index=14&type=section&id=NOTE%203%20%E2%80%93%20INVENTORY) The company's inventory significantly increased from December 31, 2024, to June 30, 2025, primarily driven by a substantial rise in smart cart parts Inventory Breakdown (Thousands USD) | Item | June 30, 2025 | December 31, 2024 | | :-------------- | :------------ | :---------------- | | Smart cart parts | 2,919 | 342 | | Raw materials | 473 | 454 | | **Total** | **3,392** | **796** | [NOTE 4 – WARRANT LIABILITY](index=14&type=section&id=NOTE%204%20%E2%80%93%20WARRANT%20LIABILITY) The company's warrant liabilities are revalued using the Black-Scholes model, resulting in significant revaluation losses for the six months ended June 30, 2025, and contributing to an overall increase in liability [January 2024 Warrants](index=14&type=section&id=January%202024%20Warrants) January 2024 Warrants, with a **$3.75** exercise price, incurred a **$1,268 thousand** revaluation loss for the six months ended June 30, 2025, increasing the liability to **$3,425 thousand** - The Company issued **561,260** January 2024 Warrants with an exercise price of **$3.75**, exercisable for 2 years[40](index=40&type=chunk) January 2024 Warrant Liability (Thousands USD) | Item | Amount | | :--------------------------------- | :----- | | Balance at December 31, 2024 | 2,006 | | Revaluation at March 31, 2025 | (24) | | Effect of changes in foreign exchange rates | 3 | | Balance at March 31, 2025 | 1,985 | | Warrant exercise | (20) | | Revaluation at June 30, 2025 | 1,292 | | Effect of changes in foreign exchange rates | 168 | | Balance at June 30, 2025 | 3,425 | - A loss on revaluation of **$1,268 thousand** was recorded for the six-month period ended June 30, 2025, compared to $894 thousand in the prior year[41](index=41&type=chunk) [December 2023 Warrants](index=14&type=section&id=December%202023%20Warrants) December 2023 Warrants, with a CAD exercise price, resulted in a **$428 thousand** revaluation loss for the six months ended June 30, 2025 - The Company issued **259,156** December 2023 Warrants with an exercise price of **CAD5.125**, exercisable for 2 years[42](index=42&type=chunk) December 2023 Warrant Liability (Thousands USD) | Item | Amount | | :--------------------------------- | :----- | | Balance at December 31, 2024 | 1,029 | | Warrant exercises | (378) | | Revaluation at March 31, 2025 | (35) | | Effect of changes in foreign exchange rates | 1 | | Balance at March 31, 2025 | 617 | | Revaluation at June 30, 2025 | 463 | | Effect of changes in foreign exchange rates | 31 | - A loss on revaluation of **$428 thousand** was recorded for the six-month period ended June 30, 2025, compared to $461 thousand in the prior year[45](index=45&type=chunk) [June 2023 Warrants](index=16&type=section&id=June%202023%20Warrants) June 2023 Warrants, with a CAD exercise price, resulted in a **$552 thousand** revaluation loss for the six months ended June 30, 2025, with the liability balance reaching zero by period end - The Company issued **763,654** June 2023 Warrants with an exercise price of **CAD7.325**, exercisable for 2 years[46](index=46&type=chunk) June 2023 Warrant Liability (Thousands USD) | Item | Amount | | :--------------------------------- | :----- | | Balance at December 31, 2024 | 1,668 | | Warrant exercises | (129) | | Revaluation at March 31, 2025 | (318) | | Effect of changes in foreign exchange rates | 6 | | Balance at March 31, 2025 | 1,227 | | Warrant exercises | (2,139)| | Revaluation at June 30, 2025 | 870 | | Effect of changes in foreign exchange rates | 42 | | Balance at June 30, 2025 | - | - A loss on revaluation of **$552 thousand** was recorded for the six-month period ended June 30, 2025, compared to $528 thousand in the prior year[47](index=47&type=chunk) [March 2023 Warrants](index=16&type=section&id=March%202023%20Warrants) March 2023 Warrants, with a CAD exercise price, resulted in a **$37 thousand** revaluation loss for the six months ended June 30, 2025, with the liability balance reaching zero by March 31, 2025 - The Company issued **356,711** March 2023 Warrants with an exercise price of **CAD5.875**, exercisable for 2 years[48](index=48&type=chunk) March 2023 Warrant Liability (Thousands USD) | Item | Amount | | :--------------------------------- | :----- | | Balance at December 31, 2024 | 817 | | Warrant exercises | (844) | | Warrant expiry | (10) | | Revaluation at March 31, 2025 | 37 | | Effect of changes in foreign exchange rates | - | | Balance at March 31 and June 30, 2025 | - | - A loss on revaluation of **$37 thousand** was recorded for the six-month period ended June 30, 2025, compared to $1,004 thousand in the prior year[49](index=49&type=chunk) [November 2022 Warrants](index=17&type=section&id=November%202022%20Warrants) November 2022 Warrants, with a CAD exercise price and extended expiry to November 6, 2025, incurred a **$1,450 thousand** revaluation loss for the six months ended June 30, 2025, increasing the liability to **$3,845 thousand** - The Company issued **595,666** November 2022 Warrants with an exercise price of **CAD5.875**, and their expiry date was extended by 1 year until November 6, 2025[50](index=50&type=chunk) November 2022 Warrant Liability (Thousands USD) | Item | Amount | | :--------------------------------- | :----- | | Revaluation at December 31, 2024 | 2,269 | | Effect of changes in foreign exchange rates | (52) | | Balance at December 31, 2024 | 2,225 | | Revaluation at March 31, 2025 | (60) | | Effect of changes in foreign exchange rates | (2) | | Balance at March 31, 2025 | 2,163 | | Revaluation at June 30, 2025 | 1,510 | | Effect of changes in foreign exchange rates | 172 | | Balance at June 30, 2025 | 3,845 | - A loss on revaluation of **$1,450 thousand** was recorded for the six-month period ended June 30, 2025, compared to $805 thousand in the prior year[52](index=52&type=chunk) [NOTE 5 - SHAREHOLDERS EQUITY](index=18&type=section&id=NOTE%205%20-%20SHAREHOLDERS%20EQUITY) This note introduces detailed disclosures on warrants, options, and restricted share units, which collectively impact shareholders' equity [NOTE 6 - WARRANTS AND OPTIONS](index=18&type=section&id=NOTE%206%20-%20WARRANTS%20AND%20OPTIONS) This note details warrant, stock option, and RSU transactions and outstanding balances, highlighting new issuances, exercises, and significant share-based compensation expenses for the six months ended June 30, 2025 [Warrants](index=18&type=section&id=Warrants) Warrant transactions for the six months ended June 30, 2025, included expiry, exercise of **1,407,787** warrants for **$7,251 thousand**, and issuance of **229,688** new warrants, with **3,738,724** outstanding Warrant Transactions (Six Months Ended June 30, 2025) | Item | Number of Warrants | | :----------------------------------------- | :----------------- | | Balance, January 1, 2024 | 4,386,234 | | Warrants issued in the January 2024 Registered Direct Offering | 651,062 | | Warrants issued in the July 2024 Private Placement | 1,200,000 | | Exercise of warrants | (1,330,300) | | Warrants issued in the October 2024 Private Placement | 21,333 | | Balance, December 31, 2024 | 4,928,329 | | Expiry of warrants | (11,506) | | Exercise of warrants | (1,407,787) | | Warrants issued in the January 2025 Registered Direct Offering | 229,688 | - During the six months ended June 30, 2025, **1,407,787** warrants were exercised, generating total proceeds of **$7,251 thousand**[56](index=56&type=chunk) Outstanding Warrants as at June 30, 2025 | Number | Expiry date | Exercise price (USD) | | :-------- | :----------------- | :------------------- | | 977,425 | November 10, 2025 | $5.29 | | 546,653 | December 24, 2025 | $5.29 | | 88,440 | April 18, 2026 | $21.52 | | 433,825 | May 28, 2026 | $21.52 | | 652,546 | November 6, 2025 | $3.67 | | 202,621 | December 12, 2025 | $3.75 | | 586,193 | January 4, 2026 | $3.75 | | 21,333 | October 2, 2026 | $1.875 | | 229,688 | January 29, 2030 | $8.00 | | **Total: 3,738,724** | | | [Stock Options](index=20&type=section&id=Stock%20Options) Stock option activity for the six months ended June 30, 2025, included cancellations, exercises, and granting of **834,000** new options, resulting in **$3,740 thousand** in share-based compensation expense Stock Option Transactions (Six Months Ended June 30, 2025) | Item | Number of Options | | :------------------------ | :---------------- | | Balance January 1, 2024 | 1,411,170 | | Options granted | 552,000 | | Expiry of options | (206,500) | | Balance December 31, 2024 | 1,756,670 | | Options cancelled | (85,333) | | Options exercised | (145,999) | | Options granted | 834,000 | | Balance June 30, 2025 | 2,359,338 | - During the six months ended June 30, 2025, the Company granted **834,000** stock options, including **105,000** to an employee, **500,000** to the CEO, and **229,000** to other employees, with various exercise prices and vesting schedules[58](index=58&type=chunk) - Share-based compensation expense from stock options was **$3,740 thousand** for the six months ended June 30, 2025, a significant increase from $486 thousand in the prior year[60](index=60&type=chunk) [RSUs](index=22&type=section&id=RSUs) RSU transactions for the six months ended June 30, 2025, included granting **545,000** RSUs, with **400,000** to the CEO vesting on a **10,000 smart cart** supply agreement, resulting in **$3,342 thousand** in share-based compensation expense - During the six months ended June 30, 2025, the Company granted **545,000** RSUs, including **20,000** to an employee, **400,000** to the CEO (vesting upon securing a binding supply agreement for at least **10,000 smart carts**), and **125,000** to an advisor[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) RSU Transactions (Six Months Ended June 30, 2025) | Item | Number | | :------------------------ | :----- | | Balance, January 1, 2024 | 588,834| | RSUs granted | 326,000| | Expiry of RSUs | (40,166)| | Exercise of RSUs | (764,001)| | Balance, December 31, 2024| 110,667| | RSUs granted | 545,000| | Expiry of RSUs | (6,000)| | Exercise of RSUs | (20,000)| | Balance, June 30, 2025 | 629,667| - Share-based compensation expense from RSUs was **$3,342 thousand** for the six months ended June 30, 2025, compared to $2,547 thousand in the prior year[65](index=65&type=chunk) [NOTE 7 - REVENUES](index=24&type=section&id=NOTE%207%20-%20REVENUES) The company's revenues, primarily from precision metal parts and smart carts, increased for the six months ended June 30, 2025, driven by significant growth in smart cart project revenues Revenue Streams (Thousands USD) | Revenue Stream | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Precision metal parts | 979 | 1,047 | 2,332 | 2,231 | | Smart carts project | 181 | 97 | 375 | 153 | | **Total Revenues** | **1,160** | **1,144** | **2,707** | **2,384** | [NOTE 8 – COMMITMENTS](index=24&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS) The company has lease commitments for Israeli office and factory spaces, and a pending agreement to sell its A2Z Isramat subsidiary had not closed as of June 30, 2025 - The Company has lease commitments for office space (**$498 annually**, expiring March 31, 2029) and factory space (**$202 annually**, expiring March 31, 2027) for its Israeli subsidiaries[67](index=67&type=chunk) - As of June 30, 2025, the sale of A2Z Isramat to Iron Dove Technologies Inc. for approximately **$964 thousand** had not yet closed, as not all conditions of the agreement were met[68](index=68&type=chunk) [NOTE 9 – DISCONTINUED OPERATIONS](index=24&type=section&id=NOTE%209%20%E2%80%93%20DISCONTINUED%20OPERATIONS) On June 30, 2025, the company sold A2ZMS Advanced Military Solutions Ltd., classifying its operations as discontinued, resulting in a **$1,009 thousand** loss on disposal and a **$2,425 thousand** net loss from discontinued operations - On June 30, 2025, the Company sold its wholly-owned subsidiary A2ZMS Advanced Military Solutions Ltd. for **500,000 ILS** (approximately **$148 thousand**), and its operations were classified as discontinued[69](index=69&type=chunk)[70](index=70&type=chunk)[72](index=72&type=chunk) Operating Results from Discontinued Operations (Thousands USD) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | 397 | 394 | 824 | 851 | | Gross profit | 11 | 38 | 57 | 41 | | Operating loss | (454) | (406) | (1,407) | (812) | | Loss on disposal of discontinued operations | (1,009) | - | (1,009) | - | | Net loss for the period from discontinued operations | (1,436) | (420) | (2,425) | (835) | Net Cash Flows from Discontinued Operations (Thousands USD) | Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | | From operating activities | 515 | 20 | | From investing activities | (44) | (4) | | From financing activities | (132) | (58) | | **Total** | **339** | **(42)** | [NOTE 10 – OPERATING SEGMENTS](index=26&type=section&id=NOTE%2010%20%E2%80%93%20OPERATING%20SEGMENTS) The company operates in Precision Metal Parts and Smart Carts segments, both contributing revenue, with Smart Carts showing significant operational loss, and segment assets and liabilities reflecting resource allocation - The Company operates in two segments: Retail automation solutions (**Smart Carts**) and Manufacturing and selling of precision metal parts (**Precision Metal Parts**)[75](index=75&type=chunk) Operating Segment Performance (Six Months Ended June 30, 2025, Thousands USD) | Metric | Precision Metal Parts | Smart Carts | Total | | :---------------------- | :-------------------- | :---------- | :---- | | Revenues | 2,332 | 375 | 2,707 | | Cost of revenues | 1,847 | 10 | 1,857 | | Segment operational loss (gain) | 66 | 13,306 | 13,372| Operating Segment Assets and Liabilities (Thousands USD) | Metric | Precision Metal Parts | Smart Carts | Total | | :---------------- | :-------------------- | :---------- | :---- | | Segment assets (June 30, 2025) | 2,751 | 43,347 | 46,098| | Segment liabilities (June 30, 2025) | 1,376 | 13,192 | 14,568| [NOTE 11 – SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%2011%20%E2%80%93%20SUBSEQUENT%20EVENTS) Between July 1, 2025, and August 13, 2025, the company issued additional shares due to warrant exercises, subsequent to the reporting period - Between July 1, 2025, and August 13, 2025, the Company issued **38,000** shares from the exercise of **38,000** warrants, generating total proceeds of **$139 thousand**[78](index=78&type=chunk)

FORM 20-F Filing Information This section details the company's annual report filing, registrant identification, filing status, and accounting standards adherence [Registrant Details](index=1&type=section&id=Registrant%20Details) This section identifies A2Z Cust2Mate Solutions Corp. (formerly A2Z Smart Technologies Corp.) as the registrant, incorporated in British Columbia, with its principal executive offices in Vancouver, Canada, and contact information for its CEO - Registrant: **A2Z Cust2Mate Solutions Corp.** (formerly A2Z Smart Technologies Corp.)[3](index=3&type=chunk) - Jurisdiction of incorporation: **British Columbia, Canada**[3](index=3&type=chunk) - Common Shares are traded on The Nasdaq Stock Market LLC under the symbol '**AZ**'[3](index=3&type=chunk) [Filing Status and Shares Outstanding](index=1&type=section&id=Filing%20Status%20and%20Shares%20Outstanding) The report is an Annual Report on Form 20-F for the fiscal year ended December 31, 2024, with the company classified as a non-accelerated filer and an emerging growth company - Filing Type: **Annual Report** pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934[2](index=2&type=chunk) - Fiscal Year Ended: **December 31, 2024**[2](index=2&type=chunk) - Outstanding Common Shares as of December 31, 2024: **29,590,297**[5](index=5&type=chunk) - Registrant Status: Not a well-known seasoned issuer, **non-accelerated filer**, and an **emerging growth company**[6](index=6&type=chunk)[7](index=7&type=chunk) [Accounting Standards and SOX Compliance](index=2&type=section&id=Accounting%20Standards%20and%20SOX%20Compliance) Financial statements are prepared under IFRS, reflecting error corrections that did not necessitate a recovery analysis of incentive-based compensation - Financial statements prepared in accordance with **International Financial Reporting Standards (IFRS)** as issued by the International Accounting Standards Board[8](index=8&type=chunk) - Financial statements reflect the **correction of an error** to previously issued financial statements[8](index=8&type=chunk) - No recovery analysis of incentive-based compensation was required due to error corrections[8](index=8&type=chunk) INTRODUCTION This section defines company references and specifies the basis for financial statement preparation, including currency and accounting standards [Company References and Financial Statement Basis](index=4&type=section&id=Company%20References%20and%20Financial%20Statement%20Basis) References to 'A2Z' and similar terms denote A2Z Cust2Mate Solutions Corp. and its subsidiaries, with financial statements published in US dollars under IFRS for 2022-2024 - Company references ('A2Z,' 'we,' 'our,' 'us') refer to **A2Z Cust2Mate Solutions Corp. and its consolidated subsidiaries**[12](index=12&type=chunk) - Consolidated financial statements are published in **US dollars**[12](index=12&type=chunk) - Financial statements prepared in accordance with **International Financial Reporting Standards (IFRS)** as issued by the IASB for fiscal years **2024, 2023, and 2022**[13](index=13&type=chunk) CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This section warns that the report contains forward-looking statements based on current expectations, which are not guarantees of future performance and are subject to various risks [Nature of Forward-Looking Statements](index=4&type=section&id=Nature%20of%20Forward-Looking%20Statements) The Annual Report includes forward-looking statements, identified by specific keywords, covering future business, financial condition, and growth strategies, but these are not guarantees of future performance - Report contains **forward-looking statements** under U.S. and Canadian securities laws, based on current beliefs, expectations, and assumptions[14](index=14&type=chunk) - Forward-looking statements are identified by words like 'anticipate,' 'believe,' 'expect,' 'plan,' 'will,' and cover topics such as results of operations, financial condition, business prospects, growth strategies, and industry trends[14](index=14&type=chunk) [Key Risks Affecting Future Results](index=4&type=section&id=Key%20Risks%20Affecting%20Future%20Results) Actual results may differ from forward-looking statements due to risks including significant losses, capital needs, geopolitical instability in Israel, sales challenges, supply chain issues, IT failures, and intellectual property protection - Risks include **significant losses**, need for **additional capital**, and potential dilution for shareholders[15](index=15&type=chunk) - Operations in Israel expose the company to **political, economic, and military instability** in the Middle East[15](index=15&type=chunk) - Operational risks include failure to expand sales/marketing, long and unpredictable sales cycles, inability to enhance brand, and challenges in developing new technology and products[15](index=15&type=chunk) - Dependence on **strategic relationships with third parties** and subcontractor/supplier performance poses risks[15](index=15&type=chunk) - Information technology system failures, security breaches, and **intellectual property protection issues** are significant concerns[18](index=18&type=chunk) PART I This section covers fundamental company information, including identity, offer statistics, key information, and a detailed overview of the business and its development [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=6&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This item is marked as 'Not applicable', indicating that specific information regarding the identity of directors, senior management, and advisers is not provided in this section - Item 1 is marked as '**Not applicable**'[20](index=20&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=6&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item is marked as 'Not applicable', indicating that specific information regarding offer statistics and expected timetable is not provided in this section - Item 2 is marked as '**Not applicable**'[21](index=21&type=chunk) [ITEM 3. KEY INFORMATION](index=6&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section provides critical information, including reserved items, capitalization, reasons for offer, and a comprehensive analysis of various risk factors affecting the company [A. [Reserved]](index=6&type=section&id=A.%20%5BReserved%5D) This sub-item is reserved and contains no specific information [B. Capitalization and Indebtedness](index=6&type=section&id=B.%20Capitalization%20and%20Indebtedness) This sub-item is marked as 'Not applicable', indicating that specific information regarding capitalization and indebtedness is not provided in this section - Item 3.B. is marked as '**Not applicable**'[22](index=22&type=chunk) [C. Reasons for the Offer and Use of Proceeds](index=6&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This sub-item is marked as 'Not applicable', indicating that specific information regarding reasons for the offer and use of proceeds is not provided in this section - Item 3.C. is marked as '**Not applicable**'[23](index=23&type=chunk) [D. Risk Factors](index=6&type=section&id=D.%20Risk%20Factors) This section details various risks that could materially affect the company's business, financial condition, and results of operations, categorized into financial, operational, geopolitical, intellectual property, and common share-related risks [Risks Related to the Company's Financial Position and Capital Requirements](index=6&type=section&id=Risks%20Related%20to%20the%20Company%27s%20Financial%20Position%20and%20Capital%20Requirements) The company has incurred significant losses and an accumulated deficit of **$100 million** as of December 31, 2024, requiring additional capital that could dilute existing shareholders - The Company incurred comprehensive losses of approximately **$18.5 million** (2024), **$17.8 million** (2023), and **$19.3 million** (2022)[24](index=24&type=chunk) - Accumulated deficit as of December 31, 2024: **$100 million**[24](index=24&type=chunk) - Expects to incur substantial operating expenses and may experience **negative cash flow** for the foreseeable future[26](index=26&type=chunk) - Needs to raise **additional capital**, which could be highly dilutive to current shareholders and may not be available on acceptable terms[27](index=27&type=chunk)[28](index=28&type=chunk) - Exchange rate fluctuations between NIS and USD may negatively affect earnings and operating cash flow[33](index=33&type=chunk) - Imposition of tariffs, sanctions, or other trade barriers could impact revenue and results of operations[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) [Risks Related to the Company's Operations in Israel](index=8&type=section&id=Risks%20Related%20to%20the%20Company%27s%20Operations%20in%20Israel) The company's significant operations in Israel expose it to substantial risks from regional political, economic, and military instability, potentially disrupting business, affecting financial performance, and impacting employee retention due to military service - Principal offices and a significant number of customers and employees are located in Israel, making the business vulnerable to **political, economic, and military instability** in the Middle East[37](index=37&type=chunk)[38](index=38&type=chunk) - Ongoing conflict (e.g., war against Hamas, hostilities with Hezbollah) could adversely affect operations, financial results, and ability to raise capital[39](index=39&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - Commercial insurance does not cover war and terrorism losses, and government coverage may not be sufficient[44](index=44&type=chunk) - Operations may be disrupted by obligations of management or key personnel to perform **military service**[47](index=47&type=chunk) - Difficulty in enforcing Canadian court judgments against the company or its Israeli officers/directors in Israel[48](index=48&type=chunk) [Risks Related to the Company and the Company's Business](index=11&type=section&id=Risks%20Related%20to%20the%20Company%20and%20the%20Company%27s%20Business) The company faces risks in sales and marketing expansion, long sales cycles, brand awareness, technology development, reliance on a single major customer for smart carts, subcontractor performance, IT security breaches, intense competition, and dependence on key management - Failure to effectively develop and expand sales and marketing capabilities could harm business growth and market acceptance[50](index=50&type=chunk) - Sales cycles are **long and unpredictable**, making it difficult to project customer acquisition and revenue generation[51](index=51&type=chunk)[52](index=52&type=chunk) - Dependency on one customer for a significant portion of smart-cart revenues (**7% in 2024, 54% in 2023, 40% in 2022**) poses a material adverse effect risk if this customer is lost[56](index=56&type=chunk) - Reliance on subcontractors and suppliers for components and services, with performance issues or financial instability posing risks[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - Information technology system failures, **network security breaches**, and improper disclosure of sensitive data could interrupt operations and harm the business[61](index=61&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Intense competition from companies with greater resources and established market presence could hinder customer base development and revenue generation[73](index=73&type=chunk) - Loss of key members of the management team could significantly disrupt business operations and future development[74](index=74&type=chunk) - Products and services are complex and could have unknown defects or errors, leading to legal claims, brand damage, or diversion of resources[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - Senior management has limited experience managing a U.S. public company, and regulatory compliance may divert attention[92](index=92&type=chunk) - Material weakness in internal accounting controls related to insufficient accounting resources and oversight, which could lead to material misstatements[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) [Risks Related to our Intellectual Property](index=23&type=section&id=Risks%20Related%20to%20our%20Intellectual%20Property) The company's success depends on protecting its intellectual property, but faces risks including inability to obtain or enforce patents, challenges to existing rights, misappropriation, and potential infringement claims, which could be costly - Success depends on protecting intellectual property (patents, trademarks, copyrights, trade secrets), but most technology is not patented, and existing legal standards offer limited protection[112](index=112&type=chunk)[113](index=113&type=chunk) - Patent applications may not be granted, or their scope of protection may be inadequate; no guarantee against infringing other patents[116](index=116&type=chunk) - Risk of claims from third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming, and limit technology use[118](index=118&type=chunk)[119](index=119&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - Failure to comply with procedural requirements for patent agencies could lead to loss of patent rights[122](index=122&type=chunk)[123](index=123&type=chunk) [Risks Related to the Common Shares](index=27&type=section&id=Risks%20Related%20to%20the%20Common%20Shares) Investment in common shares is speculative, with risks including illiquid trading, price volatility, potential Nasdaq delisting, concentrated ownership influencing decisions, and dilution from future equity issuances - Investment in common shares is **speculative**, with risk of losing the entire investment[129](index=129&type=chunk) - A more active, liquid trading market for common shares may not develop, leading to **significant price fluctuations**[130](index=130&type=chunk)[131](index=131&type=chunk) - Failure to comply with Nasdaq listing requirements could result in **delisting of common shares**[132](index=132&type=chunk) - Concentration of ownership (e.g., Chairman Bentsur Joseph beneficially owns **12.08%**) may significantly influence matters requiring shareholder approval[133](index=133&type=chunk)[134](index=134&type=chunk) - Exercise of outstanding warrants (**4,620,543**) and options (**2,356,337**) will have a **dilutive effect** on existing shareholders[136](index=136&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=29&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section provides comprehensive information on the company's history, business operations, organizational structure, and property, plants, and equipment [A. History and Development of the Company](index=29&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) A2Z Cust2Mate Solutions Corp., incorporated in 2018, has undergone name changes, strategic acquisitions (A2Z Advanced Solutions, Cust2Mate, Isramat), multiple capital raises, a reverse share split, and launched new smart carts, transitioning its market presence from TSXV to Nasdaq - Incorporated in British Columbia, Canada on **January 15, 2018**, as ECC Ventures 1 Corp., later changed to A2Z Smart Technologies Corp. and then **A2Z Cust2Mate Solutions Corp.** (August 12, 2024)[138](index=138&type=chunk) - Acquired A2Z Advanced Solutions Ltd. (parent of Advanced Military Solutions Ltd.) in **2019**[141](index=141&type=chunk)[142](index=142&type=chunk) - Acquired **77.51% of Cust2Mate Ltd.** in November 2020, increasing to **96.58% by February 13, 2025**, for an aggregate purchase price of **$1.85 million**[144](index=144&type=chunk)[145](index=145&type=chunk)[173](index=173&type=chunk) - Acquired Isramat Ltd., a precision metal parts manufacturer, on **February 3, 2022**, for approximately **$2.989 million** (NIS 9.3 million)[147](index=147&type=chunk) - Common shares commenced trading on Nasdaq Capital Market on **January 5, 2022**, and were voluntarily delisted from TSXV on **February 28, 2024**[146](index=146&type=chunk)[158](index=158&type=chunk) - Completed multiple registered direct offerings and private placements in 2023 and 2024, raising significant capital (e.g., **$5.8 million in June 2023, $3.2 million in Jan 2024, $3.3 million in April 2024, $2.4 million in Aug 2024, $4 million in Oct 2024, $1.8 million in Oct 2024, $12.5 million in Dec 2024**)[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk)[157](index=157&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk)[171](index=171&type=chunk) - Effected a **1-for-2.5 reverse share split** on October 8, 2024[166](index=166&type=chunk) - Launched next-generation **3.0 smart carts in January 2024**, with deployment anticipated in Q3 2025, resulting in minimal smart cart revenues in 2024[156](index=156&type=chunk) [B. Business Overview](index=34&type=section&id=B.%20Business%20Overview) A2Z Cust2Mate Solutions Corp. is an innovative technology company with four business lines: smart cart solutions, precision metal parts manufacturing, maintenance services, and FTICS technology development, strategically focusing on global expansion of its AI-driven smart cart solutions Revenues by Segment (in thousands of $US) | Segment | 2024 | 2023 | 2022 | | :-------------------- | :--- | :--- | :--- | | Precision Metal Parts | $4,844 | $3,084 | $3,958 | | Advanced Engineering | $1,790 | $2,163 | $1,705 | | Smart Carts | $532 | $6,128 | $3,688 | | **Total** | **$7,166** | **$11,375** | **$9,351** | - Smart cart revenues accounted for **7% of total revenues in 2024**, down from 54% in 2023 and 40% in 2022, due to the rollout of a new generation smart cart[176](index=176&type=chunk)[224](index=224&type=chunk) - Core business lines include: (i) retail 'smart cart' solutions (Cust2Mate), (ii) precision metal parts manufacturing, (iii) maintenance services in Israel, and (iv) Fuel Tank Inertia Capsule System (FTICS) technology development (currently on hold)[177](index=177&type=chunk)[143](index=143&type=chunk) - Strategic focus is on **Cust2Mate Products**, aiming to be a leading mobile checkout system in the international market[178](index=178&type=chunk)[221](index=221&type=chunk) - Cust2Mate smart carts offer mobile self-checkout, computer vision, security scales, real-time shopping information, digital services (ads, promotions), and payment options[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) - Key customers include Yochananof (Israel), HaStok Concept Ltd. (Israel), Morton Williams Supermarkets (U.S.), and partnerships for deployment in France (IR2S, Monoprix, Franprix), Mexico, Central America (Trixo), and the U.S. (Level 10, LLC)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk)[192](index=192&type=chunk) - Business model evolves from outright purchase to a **subscription-based model**, with additional revenue streams from digital services (Smart Cart Marketplace) and AI-empowered big data analytics[197](index=197&type=chunk)[198](index=198&type=chunk) - Competitive strengths include proven barcode scanning technology, comprehensive end-to-end solutions, multiple anti-fraud/theft capabilities, and development of AI-driven anomaly detection[201](index=201&type=chunk)[205](index=205&type=chunk) - Marketing strategy involves direct sales to targeted customers and indirect sales through local partners in various countries (U.S., Thailand, Mexico, Central America, Australia, France, Chile, Romania)[203](index=203&type=chunk)[204](index=204&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) - Strategic partnership with Nayax Ltd. to integrate mobile payment systems with smart carts, initially deployed in France[191](index=191&type=chunk)[208](index=208&type=chunk) - Appointment of Alan Rootenberg as CFO and Gadi Graus as CEO of the Company, and formation of a Cust2Mate advisory board[163](index=163&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) [C. Organizational Structure](index=41&type=section&id=C.%20Organizational%20Structure) This section provides a chart listing the company's material subsidiaries, their jurisdictions of incorporation, and the company's direct and indirect ownership interest in each - The section includes a chart detailing material subsidiaries, their jurisdictions of incorporation, and ownership interests[214](index=214&type=chunk)[215](index=215&type=chunk) [D. Property, Plants and Equipment](index=41&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) The company's corporate headquarters are in Vancouver, Canada, while its operational offices and factory spaces are leased by its Israeli subsidiaries with monthly payments ranging from **$3.5 thousand to $17 thousand** - Corporate headquarters located in **Vancouver, British Columbia, Canada**[216](index=216&type=chunk) - Israeli subsidiaries lease office space (**$11 thousand/month**, expiring March 2025), warehouse space (**$3.5 thousand/month**, expiring June 2025), and factory space (**$17 thousand/month**, expiring March 2027)[216](index=216&type=chunk) [ITEM 4A. UNRESOLVED STAFF COMMENTS](index=41&type=section&id=ITEM%204A.%20UNRESOLVED%20STAFF%20COMMENTS) This item indicates that there are no unresolved staff comments from the SEC - No unresolved staff comments[217](index=217&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=42&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section provides an overview of the company's business, analyzes its financial performance, liquidity, capital resources, related party transactions, accounting policies, and current share data [Overview and Business Description](index=42&type=section&id=Overview%20and%20Business%20Description) The company is an innovative technology firm with four business lines: smart cart solutions, precision metal parts manufacturing, maintenance services, and FTICS development, with a primary strategic focus on expanding its smart cart market share - Operates four business lines: smart cart solutions, precision metal parts manufacturing, maintenance services, and FTICS technology development[220](index=220&type=chunk) - Primary strategic focus is on developing and commercializing **Cust2Mate smart carts** for the retail industry[221](index=221&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Total revenues decreased in 2024 due to a smart cart transition, while gross profit remained stable, operating losses persisted, and a significant loss on warrant revaluation contributed to consistent comprehensive losses Consolidated Statements of Comprehensive Loss (in thousands of US Dollars) | Metric | 2024 | 2023 | 2022 | | :------------------------------------- | :----- | :----- | :----- | | Revenues | $7,166 | $11,375 | $9,351 | | Cost of revenues | $5,180 | $9,382 | $7,517 | | Gross profit | $1,986 | $1,993 | $1,834 | | Research and development costs | $4,017 | $4,751 | $4,462 | | Sales and marketing costs | $1,216 | $1,377 | $475 | | General and administration expenses | $9,662 | $13,933 | $13,599 | | Loss on impairment | $1,727 | $1,027 | $- | | Operating loss | $(14,636) | $(19,095) | $(16,702) | | Loss (gain) on revaluation of warrant liability | $4,389 | $(1,255) | $254 | | Financial income | $(158) | $(85) | $- | | Financial expense | $396 | $302 | $1,391 | | Loss for the year | $(19,263) | $(18,057) | $(18,347) | | Total comprehensive loss for the year | $(18,482) | $(17,753) | $(19,273) | | Basic and diluted loss per share | $(0.80) | $(0.46) | $(0.60) | Revenues by Segment (in thousands of US Dollars) | Segment | 2024 | 2023 | 2022 | | :-------------------- | :----- | :----- | :----- | | Advanced Engineering | $1,790 | $2,163 | $1,705 | | Smart Carts | $532 | $6,128 | $3,688 | | Precision Metal Parts | $4,844 | $3,084 | $3,958 | | **Total** | **$7,166** | **$11,375** | **$9,351** | - Total revenues decreased by **$4,209 thousand (37%)** from **$11,375 thousand in 2023 to $7,166 thousand in 2024**, primarily due to a decrease in smart cart segment revenues as the company rolls out its new generation smart cart[224](index=224&type=chunk) - Cost of revenues decreased by **$4,202 thousand (45%)** from **$9,382 thousand in 2023 to $5,180 thousand in 2024**, mainly due to lower smart cart segment costs[226](index=226&type=chunk) - Research and development expenses decreased by **$734 thousand (15%)** from **$4,751 thousand in 2023 to $4,017 thousand in 2024**, driven by replacing subcontractors with lower-cost employees[230](index=230&type=chunk) - General and administrative expenses decreased by **$4,271 thousand (31%)** from **$13,933 thousand in 2023 to $9,662 thousand in 2024**, mainly due to decreased share-based compensation and cost-cutting measures[232](index=232&type=chunk) - Loss on impairment increased from **$1,027 thousand in 2023** (goodwill) to **$1,727 thousand in 2024** (undeveloped patent)[233](index=233&type=chunk) - Loss on revaluation of warrant liability shifted from a **$1,255 thousand gain in 2023 to a $4,389 thousand loss in 2024**, primarily due to an increase in the company's share price[235](index=235&type=chunk) Quarterly Results (in thousands of US Dollars) | Metric | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | Q3 2023 | Q2 2023 | Q1 2023 | | :---------------------- | :------ | :------ | :------ | :------ | :------ | :------ | :------ | :------ | | Total revenues | $1,857 | $2,074 | $1,538 | $1,697 | $1,349 | $2,558 | $2,860 | $4,608 | | Gross profit (loss) | $790 | $746 | $123 | $327 | $(34) | $368 | $638 | $1,021 | | Total comprehensive loss | $(10,739) | $(3,703) | $(2,952) | $(1,088) | $(4,041) | $(2,672) | $(6,394) | $(4,192) | | Basic and diluted loss per share | $(0.39) | $(0.15) | $(0.12) | $(0.01) | $(0.12) | $(0.07) | $(0.22) | $(0.12) | - Q4 2024 comprehensive loss increased significantly to **$10,739 thousand** from $3,703 thousand in Q3 2024, mainly due to a **$4,048 thousand loss on revaluation of warrant liability**[249](index=249&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) The company has historically incurred losses and negative operating cash flows, accumulating a **$100 million** deficit by December 31, 2024, but recent equity raises provide sufficient working capital for the next 12 months, significantly increasing cash and cash equivalents - Accumulated losses of **$100,452 thousand** and a net loss of **$19,263 thousand** for the year ended December 31, 2024[250](index=250&type=chunk) - As of December 31, 2024, working capital was **$5,595 thousand**, a significant improvement from a deficit of **$(901) thousand in 2023**[251](index=251&type=chunk) Cash Flow Summary (in thousands of US Dollars) | Metric | 2024 | 2023 | | :-------------------------------- | :----- | :----- | | Net cash used in operating activities | $(11,711) | $(11,387) | | Net cash used in investing activities | $(269) | $(320) | | Net cash provided from financing activities | $22,808 | $10,893 | | Increase (decrease) in cash | $10,828 | $(814) | - Cash and cash equivalents increased by **$10,828 thousand in 2024**, primarily driven by **$24,435 thousand from issuance of shares and warrants**[251](index=251&type=chunk)[254](index=254&type=chunk) - Following equity raised in Q1 2025 (total gross proceeds of **$30 million**), the company has sufficient working capital for at least the next 12 months[250](index=250&type=chunk)[265](index=265&type=chunk) - The company has no history of paying cash dividends and does not expect to in the foreseeable future[268](index=268&type=chunk) [Off Balance Sheet Arrangements](index=52&type=section&id=Off%20Balance%20Sheet%20Arrangements) The company has no off-balance sheet arrangements - The Company is not committed to any off-balance sheet arrangements[272](index=272&type=chunk) [Transactions with Related Parties](index=52&type=section&id=Transactions%20with%20Related%20Parties) Related party transactions primarily involve compensation to the Chairman, CEO, CFO, and other directors, totaling **$1,761 thousand in 2024**, a decrease from **$1,951 thousand in 2023** Related Party Transactions (in thousands of US Dollars) | Category | 2024 Total | 2023 Total | 2022 Total | | :------------------------ | :--------- | :--------- | :--------- | | Chairman and former CEO | $730 | $1,235 | $1,224 | | Director and CEO | $792 | $0 | $0 | | Former CFO | $90 | $96 | $84 | | CFO and director | $67 | - | - | | Directors | $82 | $620 | $92 | | **Grand Total** | **$1,761** | **$1,951** | **$1,560** | - Total compensation to related parties decreased from **$1,951 thousand in 2023 to $1,761 thousand in 2024**[275](index=275&type=chunk) - Chairman's consulting fees were reduced from NIS 150,000 to NIS 100,000 per month (approx. **$26,500**) effective July 1, 2024[305](index=305&type=chunk) - CEO's monthly fee was raised to **$50,000** plus social benefits, and a one-time bonus of **$150,000** was approved on November 8, 2024[312](index=312&type=chunk) [Financial Instruments and Financial Risk Exposure](index=53&type=section&id=Financial%20Instruments%20and%20Financial%20Risk%20Exposure) The company is exposed to financial risks, primarily credit and currency risks, from its financing, operating, and investing activities, with risk management policies in place and fixed loan interest rates - Exposed to financial risks from financing, operating, and investing activities, with primary risks being **credit risk and currency risk**[277](index=277&type=chunk)[278](index=278&type=chunk) - Risk management policies are in place to measure, monitor, and manage financial risk exposures[278](index=278&type=chunk) - The Cust2Mate smart cart platform is new and faces market competition, requiring rapid market penetration[280](index=280&type=chunk) [Critical Accounting Policies and Estimates](index=53&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting estimates and judgments significantly impacting financial position include useful life of property and equipment, income tax, impairment of intangible assets, and fair value determination for warrant liabilities and share-based payments - Critical estimates and judgments include useful life of property and equipment, income tax, **impairment of intangible assets** (goodwill and patents), and **fair value determination for warrant liabilities and share-based payments**[281](index=281&type=chunk)[282](index=282&type=chunk)[283](index=283&type=chunk)[284](index=284&type=chunk)[285](index=285&type=chunk)[286](index=286&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk) [Current Share Data](index=54&type=section&id=Current%20Share%20Data) As of the report date, the company had **34,886,955** common shares issued and outstanding, with detailed information on outstanding warrants and options, including their expiry dates and exercise prices - As of the date of the MD&A, **34,886,955 Common Shares** were issued and outstanding[290](index=290&type=chunk) Outstanding Warrants and Options as of Report Date | Type | Number | Expiry Date | Exercise Price (USD) | | :------ | :---------- | :---------------- | :------------------- | | Warrants | 1,063,325 | November 10, 2025 | $4.90 | | Warrants | 546,653 | December 24, 2025 | $4.90 | | Warrants | 88,440 | April 18, 2026 | $19.90 | | Warrants | 433,825 | May 28, 2026 | $19.90 | | Warrants | 652,546 | November 6, 2025 | $3.67 | | Warrants | 791,250 | June 12, 2025 | $5.50 | | Warrants | 202,621 | December 13, 2025 | $3.75 | | Warrants | 591,062 | January 11, 2026 | $3.75 | | Warrants | 21,333 | October 2, 2026 | $1.88 | | Warrants | 229,688 | January 29, 2030 | $8.00 | | Options | 217,333 | August 20, 2025 | $2.61 | | Options | 13,333 | January 28, 2025 | $5.21 | | Options | 20,000 | June 3, 2026 | $14.60 | | Options | 6,671 | October 28, 2026 | $13.90 | | Options | 360,000 | August 2, 2032 | $6.19 | | Options | 120,000 | August 21, 2032 | $6.95 | | Options | 320,000 | January 4, 2033 | $2.87 | | Options | 40,000 | November 25, 2027 | $3.49 | | Options | 114,000 | April 18, 2033 | $2.78 | | Options | 18,000 | June 28, 2028 | $4.26 | | Options | 60,000 | September 20, 2033 | $3.82 | | Options | 462,000 | August 14, 2033 | $1.78 | | Options | 105,000 | January 15, 2035 | $6.40 | | Options | 500,000 | February 12, 2035 | $6.40 | [Research and Development, Patents and Licenses etc.](index=56&type=section&id=Research%20and%20Development%2C%20Patents%20and%20Licenses%20etc.) The company protects its intellectual property through patents, trademarks, copyrights, and trade secrets, with five patent applications pending as of December 31, 2024, while acknowledging the risk of infringement claims - Relies on patent, trademark, copyright laws, trade secret protection, and confidentiality agreements for intellectual property rights[291](index=291&type=chunk) - As of December 31, 2024, **five patent applications** were protected through pending applications[292](index=292&type=chunk) - Acknowledges the risk of patent infringement claims from competitors and third parties, which could lead to significant penalties or injunctions[294](index=294&type=chunk) [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=57&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's directors, senior management, their compensation, board practices, employee count, and share ownership plans [A. Directors and Senior Management](index=57&type=section&id=A.%20Directors%20and%20Senior%20Management) This section lists the company's directors and executive officers, including Bentsur Joseph, Reeves Ambrecht, Alan Rootenberg, Yonatan de Jongh, Gadi Graus, and Adi Vazan, providing their professional backgrounds and current positions - Key directors and executive officers include **Bentsur Joseph** (Director, former CEO), **Reeves Ambrecht** (Director), **Alan Rootenberg** (CFO, Director), **Yonatan de Jongh** (Director), **Gadi Graus** (CEO, Director), and **Adi Vazan** (Director)[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk)[300](index=300&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk) - **Gadi Graus was appointed CEO on April 18, 2024**, and **Alan Rootenberg was appointed CFO on August 12, 2024**[299](index=299&type=chunk)[301](index=301&type=chunk) [B. Compensation](index=58&type=section&id=B.%20Compensation) This section details Named Executive Officer compensation for 2024, including salary, share-based awards, and total compensation, along with service agreements and vested incentive plan awards Named Executive Officer Compensation (Year ended December 31, 2024, in US Dollars) | Name and Principal Position | Salary ($) | Share Option-based Awards ($) | Share-based Awards ($) | Total Compensation ($) | | :-------------------------- | :--------- | :---------------------------- | :--------------------- | :--------------------- | | Bentsur Joseph – Former CEO | 730,000 | - | - | 730,000 | | Alan Rootenberg – CFO | 24,000 | 14,200 | 20,000 | 58,200 | | Gadi Graus - CEO | 543,000 | 249,000 | - | 792,000 | | Gadi Levin – former CFO | 90,000 | - | - | 90,000 | - Bentsur Joseph's consulting fees were reduced to NIS 100,000 per month (approx. **$26,500**) effective July 1, 2024[305](index=305&type=chunk) - Gadi Graus's monthly salary was updated to **$50,000** plus social benefits, and he received a one-time bonus of **$150,000** on November 8, 2024[312](index=312&type=chunk) Value Vested or Earned During the Year ended December 31, 2024 (in US Dollars) | Name | Option-based awards – Value vested during the year ($) | Share-based awards – Value vested during the year ($) | Non-equity incentive plan compensation – Value earned during the year ($) | | :-------------- | :--------------------------------------------------- | :---------------------------------------------------- | :------------------------------------------------------------------------ | | Gadi Graus | $333,000 | $319,000 | $150,000 | | Alan Rootenberg | $5,000 | $14,200 | - | | Yonatan de Jongh | $4,000 | $7,100 | - | | Adi Vazan | $4,000 | $7,100 | - | | Reeves Ambrecht | $4,000 | $7,100 | - | Director Compensation (Year ended December 31, 2024, in US Dollars) | Name | Fees earned ($) | Share-based awards ($) | Option-based awards ($) | Total compensation ($) | | :-------------- | :-------------- | :--------------------- | :---------------------- | :--------------------- | | Yonatan de Jongh | 12,000 | 7,100 | 16,500 | 35,600 | | Reeves Ambrecht | Nil | 7,100 | 16,500 | 23,600 | | Adi Vazan | 12,000 | 7,100 | 16,500 | 35,600 | [C. Board Practices](index=62&type=section&id=C.%20Board%20Practices) The Board of Directors operates through independent Audit, Compensation, and Nominating Committees, overseeing financial reporting, executive compensation, and board nominations respectively - Board of Directors operates through an **Audit Committee, Compensation Committee, and Nominating Committee**[320](index=320&type=chunk) - Audit Committee members (**Reeves Ambrecht, Adi Vazan, Yonatan de Jongh**) are independent and financially literate, responsible for reviewing financial reports, disclosure controls, and internal control systems[321](index=321&type=chunk) - Compensation Committee (Reeves, Adi Vazan, de Jongh) assists the Board with compensation for directors and executive officers[323](index=323&type=chunk) - Nominating Committee (Reeves, Adi Vazan, de Jongh) assists the Board with director nominations[324](index=324&type=chunk) [D. Employees](index=62&type=section&id=D.%20Employees) As of the report date, the company had **89 employees**, all located in Israel, with **29** in the Cust2Mate division and **44** in the Isramat subsidiary - Total employees: **89**, all located in Israel[325](index=325&type=chunk) - Cust2Mate division has **29 employees** (directly or through subcontractors)[325](index=325&type=chunk) - Isramat subsidiary has **44 employees**[325](index=325&type=chunk) [E. Share Ownership](index=62&type=section&id=E.%20Share%20Ownership) This section outlines the company's Stock Option Plan and Restricted Share Unit (RSU) Plan, designed to incentivize eligible persons by providing equity interests, with a maximum of **10%** of outstanding shares for options and **3,094,533** shares for RSUs - Stock Option Plan aims to attract, retain, and motivate directors, officers, employees, and consultants by offering stock options[326](index=326&type=chunk) - Maximum number of common shares issuable under the Stock Option Plan is **10% of outstanding shares**[326](index=326&type=chunk) - RSU Plan adopted on April 22, 2021, to provide incentives and align interests of eligible persons with shareholders[330](index=330&type=chunk) - Maximum aggregate number of common shares issuable under the RSU Plan is **3,094,533**[331](index=331&type=chunk) [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=64&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details major shareholders, including beneficial ownership percentages, and outlines related party transactions, such as private placement participations and director indemnity agreements [A. Major Shareholders](index=64&type=section&id=A.%20Major%20Shareholders) As of March 31, 2025, Bentsur Joseph is the largest beneficial owner with **12.11%** of common shares, with no significant ownership changes over the past three fiscal years Beneficial Ownership of Common Shares (as of March 31, 2025) | Name of beneficial owner | Number of shares | Percentage of shares | | :----------------------- | :--------------- | :------------------- | | Bentsur Joseph | 4,175,636 | 12.11% | | Reeves Ambrecht | 18,094 | * (Less than 1%) | | Alan Rootenberg | 8,000 | * (Less than 1%) | | Yonatan de Jongh | - | - | | Gadi Graus | 571,428 | 1.65% | | Adi Vazan | - | - | - The percentage of voting shares beneficially owned is computed on the basis of **34,588,118 shares outstanding** as of March 31, 2025[338](index=338&type=chunk) - No significant changes in ownership by major shareholders during the past three fiscal years[340](index=340&type=chunk) - As of March 31, 2025, there were **50 holders of record**, with 4 in Canada and 31 in the United States[341](index=341&type=chunk) [B. Related Party Transactions](index=65&type=section&id=B.%20Related%20Party%20Transactions) Related party transactions include participation by the Chairman and CEO in private placements, compensation to directors and executive officers, and an investment in Shelfie-Tech Ltd. where the Chairman serves as CEO, with director indemnity agreements also in place - Chairman Bentsur Joseph participated in private placements in November 2022 (**$750 thousand**) and August 2024 (**$340 thousand**)[343](index=343&type=chunk) - CEO Gadi Graus participated in private placements in April 2024 (**$105 thousand**) and August 2024 (**$80 thousand**)[344](index=344&type=chunk) Related Party Transactions (in thousands of US Dollars) | Category | 2024 Total | 2023 Total | 2022 Total | | :------------------------ | :--------- | :--------- | :--------- | | Chairman and former CEO | $730 | $1,235 | $1,224 | | Director and CEO | $792 | $0 | $0 | | Former CFO | $90 | $96 | $84 | | CFO and director | $67 | - | - | | Directors | $82 | $620 | $92 | | **Grand Total** | **$1,761** | **$1,951** | **$1,560** | - The company invested **$71 thousand** in Shelfie-Tech Ltd. (**1.2% ownership**), where Chairman Bentsur Joseph serves as CEO[345](index=345&type=chunk)[346](index=346&type=chunk) - Director indemnity agreements (DIAs) were entered into on **March 17, 2025**, to indemnify directors against losses, subject to BCBCA limitations[347](index=347&type=chunk)[348](index=348&type=chunk) [C. Interests of Experts and Counsel](index=67&type=section&id=C.%20Interests%20of%20Experts%20and%20Counsel) This sub-item is marked as 'Not applicable', indicating no specific information regarding the interests of experts and counsel is provided in this section - Item 7.C. is marked as '**Not applicable**'[349](index=349&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=68&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section refers to the consolidated financial statements, legal proceedings, dividend policy, and significant changes since the fiscal year-end [A. Consolidated Financial Statements and Other Financial Information](index=68&type=section&id=A.%20Consolidated%20Financial%20Statements%20and%20Other%20Financial%20Information) This section refers to Item 18 for the consolidated financial statements - Refers to **Item 18** for consolidated financial statements[350](index=350&type=chunk) [A.7 Legal Proceedings](index=68&type=section&id=A.7%20Legal%20Proceedings) As of the report date, the company is not aware of any material existing or contemplated legal proceedings - No awareness of any existing or contemplated **material legal proceedings**[351](index=351&type=chunk) [A.8 Dividend Policy](index=68&type=section&id=A.8%20Dividend%20Policy) The company has never declared or paid cash dividends on its common shares and does not expect to do so in the foreseeable future, with future payments at the Board's discretion - Never declared or paid **cash dividends** on common shares[352](index=352&type=chunk) - Does not expect to pay dividends in the foreseeable future; future payments are at the Board's discretion based on earnings, capital, and growth needs[352](index=352&type=chunk) [B. Significant Changes](index=68&type=section&id=B.%20Significant%20Changes) This section refers to Note 33 (Subsequent Events) in the consolidated financial statements for a discussion of significant events that have occurred since December 31, 2024 - Refers to **Note 33 (Subsequent Events)** for significant changes since December 31, 2024[353](index=353&type=chunk) [ITEM 9. THE OFFER AND LISTING](index=68&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) The company's common shares are traded on the Nasdaq Capital Market under the symbol 'AZ' and also listed on the Frankfurt Stock Exchange (FSE) under the symbol 'A23' - Common shares trade on the **Nasdaq Capital Market** under the symbol '**AZ**'[354](index=354&type=chunk) - Common shares are also listed on the **Frankfurt Stock Exchange (FSE)** under the symbol '**A23**'[354](index=354&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=68&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section covers share capital, articles of association, material contracts, exchange controls, taxation, dividends, expert statements, and documents on display [A. Share Capital](index=68&type=section&id=A.%20Share%20Capital) This sub-item is marked as 'Not applicable', indicating no specific information regarding share capital is provided in this section - Item 10.A. is marked as '**Not applicable**'[355](index=355&type=chunk) [B. Notice of Articles and Articles of Association](index=68&type=section&id=B.%20Notice%20of%20Articles%20and%20Articles%20of%20Association) The company's articles do not limit business activities, require directors to disclose material interests, and specify remuneration and meeting quorum requirements, with no restrictions on share ownership or change of control - Articles do not contain stated objects or purposes and do not place limitations on business activities[357](index=357&type=chunk) - Directors with a material interest in a transaction must disclose it and are generally not entitled to vote on its approval, unless all directors have such an interest[358](index=358&type=chunk)[359](index=359&type=chunk) - Directors' remuneration is determined by directors or shareholders; no share ownership is required for directors[360](index=360&type=chunk)[361](index=361&type=chunk) - No change of control limitations in the articles regarding mergers, acquisitions, or corporate restructuring[363](index=363&type=chunk) - General meetings require at least **21 days' notice** for public companies; quorum is two persons holding at least **5% of issued voting shares**[364](index=364&type=chunk)[365](index=365&type=chunk)[366](index=366&type=chunk) - Qualified shareholders (**1% of voting shares or >CAD$2,000 fair market value**) can make proposals for annual general meetings[367](index=367&type=chunk) - No limitations on rights to own or exercise voting rights on securities by BCBCA or articles[368](index=368&type=chunk) - Articles require indemnification of directors and permit indemnification of other persons to the extent allowed by BCBCA[369](index=369&type=chunk) [C. Material Contracts](index=70&type=section&id=C.%20Material%20Contracts) This section refers to Item 4 Section B for a discussion of the company's largest customer contracts - Refers to **Item 4 Section B** for discussion of largest customer contracts[370](index=370&type=chunk) [D. Exchange Controls](index=70&type=section&id=D.%20Exchange%20Controls) The company is unaware of Canadian governmental laws restricting capital export/import or dividend remittances to non-resident holders, though such remittances are subject to withholding tax - No awareness of Canadian governmental laws restricting capital export/import or remittance of dividends to non-resident holders[371](index=371&type=chunk) - Remittances of dividends to non-resident holders are subject to **withholding tax**[371](index=371&type=chunk) [E. Taxation](index=70&type=section&id=E.%20Taxation) This section summarizes U.S. federal and Canadian federal income tax considerations for common share holders, covering tax treatment of distributions, dispositions, potential PFIC status for U.S. holders, and Canadian withholding tax and capital gains [U.S. Federal Income Taxation](index=70&type=section&id=U.S.%20Federal%20Income%20Taxation) For U.S. holders, distributions are generally taxable as ordinary dividend income, gains/losses on disposition are capital, and the company is not expected to be a PFIC for 2024, though PFIC status could have adverse tax consequences - Distributions on common shares are generally taxable to U.S. holders as **ordinary dividend income**[379](index=379&type=chunk) - Dividends from a 'qualified foreign corporation' (which the company is expected to be for 2024 due to Nasdaq listing) may be eligible for **reduced tax rates** for non-corporate U.S. holders[381](index=381&type=chunk) - Gain or loss on disposition of common shares is generally **capital gain or loss**, treated as U.S. source[385](index=385&type=chunk) - The company is not currently expected to be treated as a **Passive Foreign Investment Company (PFIC)** for 2024 or foreseeable future years, but this is a factual determination subject to change[387](index=387&type=chunk) - PFIC status could lead to **adverse U.S. federal income tax consequences** for U.S. holders[388](index=388&type=chunk) - Information reporting and backup withholding rules apply to payments to U.S. holders[390](index=390&type=chunk) [Certain Material Canadian Federal Income Tax Considerations](index=74&type=section&id=Certain%20Material%20Canadian%20Federal%20Income%20Tax%20Considerations) For U.S. resident holders, dividends are subject to Canadian withholding tax, generally reduced to **15%** (or **5%** for corporate holders with ≥10% ownership) under treaty, while disposition is not taxed unless it's 'taxable Canadian property' - Dividends to U.S. resident holders are subject to Canadian withholding tax at **25%**, generally reduced to **15%** (or **5%** for corporate holders with ≥10% ownership) under the Canada-U.S. Tax Treaty[398](index=398&type=chunk) - U.S. resident holders are not subject to Canadian tax on disposition of common shares unless they are '**taxable Canadian property**'[399](index=399&type=chunk) - For Canadian resident holders, dividends are included in income and subject to gross-up and dividend tax credit rules[402](index=402&type=chunk) - Canadian resident holders realize a capital gain or loss on disposition, with one-half of any capital gain ('taxable capital gain') included in income[403](index=403&type=chunk)[404](index=404&type=chunk) [F. Dividends and Payment Agents](index=76&type=section&id=F.%20Dividends%20and%20Payment%20Agents) This sub-item is marked as 'Not applicable', indicating no specific information regarding dividends and payment agents is provided in this section - Item 10.F. is marked as '**Not applicable**'[407](index=407&type=chunk) [G. Statement by Experts](index=76&type=section&id=G.%20Statement%20by%20Experts) This sub-item is marked as 'Not applicable', indicating no specific information regarding statements by experts is provided in this section - Item 10.G. is marked as '**Not applicable**'[408](index=408&type=chunk) [H. Documents on Display](index=77&type=section&id=H.%20Documents%20on%20Display) The company's Annual Report and other SEC filings are available on the SEC's EDGAR system and its investor relations website, with Canadian disclosure documents accessible on SEDAR+ - Annual Report and related exhibits can be requested from the company at no cost[410](index=410&type=chunk) - SEC filings are available on **www.sec.gov (EDGAR system)** and the company's investor relations website[411](index=411&type=chunk)[412](index=412&type=chunk) - Canadian continuous disclosure documents are available on **SEDAR+ at www.SEDAR.com**[174](index=174&type=chunk)[410](index=410&type=chunk) [I. Subsidiary Information](index=77&type=section&id=I.%20Subsidiary%20Information) This sub-item is marked as 'Not applicable', indicating no specific information regarding subsidiary information is provided in this section - Item 10.I. is marked as '**Not applicable**'[413](index=413&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=77&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details the company's exposure to financial risks, including credit, market, liquidity, and interest rate risks, and outlines its capital management objectives and approach [Financial Instruments and Financial Risk Exposure](index=77&type=section&id=Financial%20Instruments%20and%20Financial%20Risk%20Exposure) The company is exposed to financial risks from its financing, operating, and investing activities, primarily credit and currency risk, with financial instruments including cash, receivables, payables, and fixed-rate

[Condensed Interim Consolidated Statements of Financial Position](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Financial%20Position) [Financial Position Overview](index=3&type=section&id=Financial%20Position%20Overview) Total assets increased, liabilities decreased, and shareholders' deficit improved as of September 30, 2024 - Current assets increased significantly, mainly due to a rise in **cash and cash equivalents (from $2,267 Thousands USD to $3,366 Thousands USD)** and **trade receivables, net (from $1,477 Thousands USD to $2,283 Thousands USD)**[4](index=4&type=chunk) - Current liabilities saw a substantial increase from **$5,632 Thousands USD to $9,356 Thousands USD**, primarily driven by higher trade payables and other accounts payable[4](index=4&type=chunk) Financial Position Summary (Thousands USD) | Metric | September 30, 2024 (Thousands USD) | December 31, 2023 (Thousands USD) | Change (Thousands USD) | Percentage Change | | :-------------------------- | :--------------------------------- | :--------------------------------- | :--------------------- | :------------------ | | Total Assets | 10,152 | 8,519 | 1,633 | 19.17% | | Total Liabilities | 10,656 | 10,828 | (172) | -1.59% | | Total Shareholders' Deficit | (504) | (2,309) | 1,805 | 78.17% | [Condensed Interim Consolidated Statements of Loss and Comprehensive Loss](index=4&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Loss%20and%20Comprehensive%20Loss) [Loss and Comprehensive Loss Overview](index=4&type=section&id=Loss%20and%20Comprehensive%20Loss%20Overview) Net loss significantly reduced for the nine months ended September 30, 2024, driven by lower operating expenses and warrant revaluation gain Key Financial Performance (Thousands USD) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :---------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Revenues | 2,074 | 2,588 | 5,309 | 10,056 | | Gross profit | 746 | 368 | 1,196 | 2,027 | | Operating loss | (2,912) | (4,952) | (10,153) | (13,720) | | Loss (gain) on revaluation of warrant liability | 539 | (2,260) | (3,236) | 84 |\ | Net loss for the period | (3,533) | (2,588) | (7,103) | (13,853) | | Basic and diluted loss per share | (0.15) | (0.13) | (0.29) | (0.92) | - Revenues for the nine months ended September 30, 2024, decreased by **47.20% year-over-year**, from **$10,056 Thousands USD to $5,309 Thousands USD**[5](index=5&type=chunk) - Operating loss for the nine months ended September 30, 2024, improved by **25.99% year-over-year**, from **$(13,720) Thousands USD to $(10,153) Thousands USD**, primarily due to reduced general and administration expenses and R&D costs[5](index=5&type=chunk) [Condensed Interim Consolidated Statements of Changes in Equity (Deficit)](index=5&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Changes%20in%20Equity%20%28Deficit%29) [Equity (Deficit) Changes](index=5&type=section&id=Equity%20%28Deficit%29%20Changes) Shareholders' deficit significantly improved by September 30, 2024, primarily due to capital raises from share issuances Shareholders' Equity (Deficit) Changes (Thousands USD) | Metric | Balance Jan 1, 2024 | Net Loss for Period | Adjustments from Translation | Issuance of Shares | Share-based Compensation | Balance Sep 30, 2024 | | :-------------------------------- | :------------------ | :------------------ | :--------------------------- | :----------------- | :----------------------- | :------------------- | | Total Equity of Shareholder (Deficit) | (2,309) | (7,103) | (640) | 7,842 | 1,707 | (504) | - The company issued shares through private placements in January, April, and August 2024, raising gross proceeds of **$2,022 Thousands USD, $3,318 Thousands USD, and $2,502 Thousands USD** respectively, contributing to the increase in additional paid-in capital[7](index=7&type=chunk) - A **1-for-2.5 reverse stock split** was approved on September 24, 2024, retroactively adjusting all share numbers and prices[7](index=7&type=chunk)[9](index=9&type=chunk) [Condensed Interim Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Cash%20Flows) [Cash Flow Overview](index=7&type=section&id=Cash%20Flow%20Overview) Net cash and cash equivalents increased, primarily due to substantial financing activities offsetting negative operating and investing cash flows Cash Flow Summary (Nine Months Ended September 30, Thousands USD) | Cash Flow Activity | 2024 | 2023 | | :----------------- | :------ | :------ | | Operating | (8,218) | (9,133) | | Investing | (108) | (255) | | Financing | 10,101 | 8,287 | | Net Increase (Decrease) in Cash | 1,775 | (1,101) | - Cash flows from operating activities remained negative but improved from **$(9,133) Thousands USD in 2023 to $(8,218) Thousands USD in 2024**, mainly due to adjustments for non-cash items like warrant liability revaluation gain and share-based compensation[11](index=11&type=chunk) - Financing activities generated substantial cash, increasing from **$8,287 Thousands USD in 2023 to $10,101 Thousands USD in 2024**, primarily from the issuance of shares and warrants[11](index=11&type=chunk) [Notes to the Condensed Interim Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Interim%20Consolidated%20Financial%20Statements) [NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS](index=8&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20AND%20CONTINUANCE%20OF%20OPERATIONS) The company, focused on smart cart retail automation, faces significant going concern doubts due to recurring losses and war-related risks - The Company's primary product is the **Cust2Mate system**, a 'smart cart' for retail automation, which automatically calculates purchases and offers features like product information, on-cart scales, barcode scanners, and on-board payment systems[14](index=14&type=chunk)[15](index=15&type=chunk) - The Company has incurred **recurring losses and negative cash flows** from operating activities since inception, with accumulated losses of **$89,074 Thousands USD** and a net loss of **$7,103 Thousands USD** for the nine months ended September 30, 2024, raising substantial doubt about its ability to continue as a going concern[18](index=18&type=chunk)[19](index=19&type=chunk) - The ongoing **Israel-Hamas war** poses potential risks, including supply and demand irregularities, macroeconomic deterioration in Israel, and possible disruptions to operations due to military service call-ups of employees or service providers, with commercial insurance not covering war-related losses[20](index=20&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) [NOTE 2 – BASIS OF PREPARATION](index=10&type=section&id=NOTE%202%20%E2%80%93%20BASIS%20OF%20PREPARATION) Interim financial statements are unaudited, presented in USD under IAS 34, with critical estimates for assets and financial instruments, and no material impact from recent accounting standard changes - The financial statements are prepared in accordance with **IAS 34 'Interim Financial Reporting'** and are expressed in **US Dollars**, while the functional currency of the Company's subsidiaries is the **New Israeli Shekel (NIS)**[26](index=26&type=chunk)[31](index=31&type=chunk) - Critical estimates and assumptions include the useful life of property and equipment, fair value determination for share-based payment transactions (using the **Binomial model**), impairment testing of intangible assets, and fair value estimation of warrant liabilities (using the **Black-Scholes model**)[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - New accounting standards and amendments effective January 1, 2024 (**IAS 1, IFRS 16, IAS 7, IFRS 7**) had **no material impact** on the Company's interim consolidated financial statements. **IFRS 18**, effective January 1, 2027, is being reviewed for potential impact[40](index=40&type=chunk)[43](index=43&type=chunk)[45](index=45&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) [NOTE 3 – WARRANT LIABILITY](index=14&type=section&id=NOTE%203%20%E2%80%93%20WARRANT%20LIABILITY) The company recorded a net gain on revaluation of various warrant liabilities for the nine months ended September 30, 2024, using the Black-Scholes model - Warrant liabilities are measured using the **Black-Scholes option pricing model**, with key assumptions including volatility, risk-free interest rate, expected life, and share price[51](index=51&type=chunk)[53](index=53&type=chunk)[56](index=56&type=chunk)[59](index=59&type=chunk)[62](index=62&type=chunk) Warrant Liability Revaluation (Nine Months Ended September 30, 2024, Thousands USD) | Warrant Type | Gain (Loss) on Revaluation | | :------------- | :------------------------- | | January 2024 | 657 | | December 2023 | 353 | | June 2023 | 934 | | March 2023 | 490 | | November 2022 | 803 | | **Total** | **3,237** | [January 2024 Warrants](index=14&type=section&id=January%202024%20Warrants) January 2024 warrants, with a $3.75 exercise price, resulted in a $657k revaluation gain for the nine-month period - **561,260 January 2024 Registered Direct Offerings Warrants** were issued with an exercise price of **$3.75**, exercisable for **2 years**[51](index=51&type=chunk) January 2024 Warrant Revaluation (Thousands USD) | Period | Revaluation Gain (Loss) | | :----- | :---------------------- | | Q3 2024 | 237 | | YTD 2024 | 657 | [December 2023 Warrants](index=14&type=section&id=December%202023%20Warrants) December 2023 warrants, with a $3.75 exercise price, resulted in a $353k revaluation gain for the nine-month period - **259,156 December 2023 Registered Direct Offerings Warrants** were issued with an exercise price of **$3.75**, exercisable for **2 years**[53](index=53&type=chunk) December 2023 Warrant Revaluation (Thousands USD) | Period | Revaluation Gain (Loss) | | :----- | :---------------------- | | Q3 2024 | 108 | | YTD 2024 | 353 | [June 2023 Warrants](index=15&type=section&id=June%202023%20Warrants) June 2023 warrants, with a $5.50 exercise price, resulted in a $934k revaluation gain for the nine-month period - **763,654 June 2023 Registered Direct Offerings Warrants** were issued with an exercise price of **$5.50**, exercisable for **2 years**[56](index=56&type=chunk) June 2023 Warrant Revaluation (Thousands USD) | Period | Revaluation Gain (Loss) | | :----- | :---------------------- | | Q3 2024 | 150 | | YTD 2024 | 934 | [March 2023 Warrants](index=16&type=section&id=March%202023%20Warrants) March 2023 warrants, with a US$4.44 exercise price, resulted in a $490k revaluation gain for the nine-month period - **356,711 March 2023 Warrants** were issued with an exercise price of **CAD$5.88 (US$4.44)**, exercisable for **2 years**[59](index=59&type=chunk) March 2023 Warrant Revaluation (Thousands USD) | Period | Revaluation Gain (Loss) | | :----- | :---------------------- | | Q3 2024 | 38 | | YTD 2024 | 490 | [November 2022 Warrants](index=18&type=section&id=November%202022%20Warrants) November 2022 warrants, with a US$4.00 exercise price, resulted in an $803k revaluation gain for the nine-month period - **595,666 November 2022 Warrants** were issued with an exercise price of **CAD$5.10 (US$4.00)**, exercisable for **2 years**[62](index=62&type=chunk) November 2022 Warrant Revaluation (Thousands USD) | Period | Revaluation Gain (Loss) | | :----- | :---------------------- | | Q3 2024 | 2 | | YTD 2024 | 803 | [NOTE 4 - SHAREHOLDERS EQUITY](index=19&type=section&id=NOTE%204%20-%20SHAREHOLDERS%20EQUITY) Share capital is unlimited, with significant capital raised through private placements and a 1-for-2.5 reverse stock split in 2024 - The Board approved a **1-for-2.5 reverse stock split** on September 24, 2024, retroactively adjusting all share numbers, share prices, and exercise prices[66](index=66&type=chunk) Share Issuances from Private Placements (Nine Months Ended September 30, 2024, Thousands USD) | Placement Date | Shares Issued | Gross Proceeds | | :------------- | :------------ | :------------- | | January 2024 | 1,122,521 | 3,227 | | April 2024 | 3,792,200 | 3,300 | | August 2024 | 1,839,554 | 2,502 | - During the nine months ended September 30, 2024, **324,668 shares** were issued upon the exercise of RSUs[65](index=65&type=chunk) [NOTE 5 - WARRANTS AND OPTIONS](index=20&type=section&id=NOTE%205%20-%20WARRANTS%20AND%20OPTIONS) Outstanding warrants and stock options increased by September 30, 2024, with new issuances and a decrease in share-based compensation expense Warrant and Stock Option Balances | Instrument | Balance, December 31, 2023 | Balance, September 30, 2024 | | :--------- | :------------------------- | :-------------------------- | | Warrants | 4,386,234 | 6,237,296 | | Stock Options | 1,422,887 | 1,841,337 | - New warrants issued in January 2024 (**651,062**) and pre-funded warrants in August 2024 (**1,200,000**) significantly increased the total outstanding warrants[67](index=67&type=chunk) Share-based Compensation Expense (Thousands USD) | Period | Stock Options (2024) | Stock Options (2023) | RSUs (2024) | RSUs (2023) | | :----- | :------------------- | :------------------- | :---------- | :---------- | | 3 Months | 690 | 752 | 853 | 377 | | 9 Months | 1,176 | 3,299 | 1,036 | 797 | [Warrants](index=20&type=section&id=Warrants) Outstanding warrants increased to 6,237,296 by September 30, 2024, driven by new issuances in January and August Warrant Transactions (Nine Months Ended September 30, 2024) | Activity | Number of Warrants | | :-------------------------------------- | :----------------- | | Balance, January 1, 2023 | 2,822,789 | | Warrants issued in March 2023 | 413,785 | | Exercise of warrants | (36,800) | | Warrants issued in June 2023 | 885,838 | | Warrants issued in December 2023 | 300,622 | | Balance, December 31, 2023 | 4,386,234 | | Warrants issued in January 2024 | 651,062 | | Pre-Funded Warrants issued in August 2024 | 1,200,000 | | Balance, September 30, 2024 | 6,237,296 | [Stock Options](index=21&type=section&id=Stock%20Options) Outstanding stock options increased to 1,841,337 by September 30, 2024, with a notable decrease in share-based compensation expense Stock Option Transactions (Nine Months Ended September 30, 2024) | Activity | Number of Options | | :-------------------- | :---------------- | | Balance January 1, 2023 | 753,337 | | Options granted | 694,100 | | Expiry of options | (24,550) | | Balance December 31, 2023 | 1,422,887 | | Options cancelled | (133,550) | | Options granted (v) | 552,000 | | Balance September 30, 2024 | 1,841,337 | - On August 14, 2024, **552,000 stock options** were issued to employees, consultants, and officers with an exercise price of **$1.78**, estimated at a fair value of **$779 Thousands USD**[70](index=70&type=chunk) [RSUs](index=23&type=section&id=RSUs) Outstanding RSUs slightly decreased to 556,000 by September 30, 2024, while RSU share-based compensation expense increased RSU Transactions (Nine Months Ended September 30, 2024) | Activity | Number of RSUs | | :-------------------- | :------------- | | Balance, January 1, 2023 | 288,000 | | RSUs granted | 523,300 | | Expiry of RSUs | (36,666) | | Exercise of RSUs | (185,800) | | Balance, December 31, 2023 | 588,884 | | RSUs cancelled | (34,166) | | RSUs granted | 326,000 | | Exercise of RSUs | (324,668) | | Balance, September 30, 2024 | 556,000 | - On August 14, 2024, **326,000 Restricted Share Units (RSUs)** were granted to officers and advisors[76](index=76&type=chunk) [NOTE 6 - REVENUES](index=25&type=section&id=NOTE%206%20-%20REVENUES) Total revenues significantly decreased for the nine months ended September 30, 2024, primarily due to reduced smart cart project revenues Revenue Streams (Thousands USD) | Revenue Stream | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Revenues from services | 402 | 292 | 1,082 | 1,216 | | Revenues from leasing | 100 | 73 | 270 | 304 | | Revenues from sales of precision metal parts | 1,418 | 781 | 3,649 | 2,394 | | Revenues from smart carts project | 154 | 1,442 | 308 | 6,142 | | **Total** | **2,074** | **2,588** | **5,309** | **10,056** | - Revenues from smart carts projects decreased dramatically by **94.99%** for the nine months ended September 30, 2024, from **$6,142 Thousands USD to $308 Thousands USD**[78](index=78&type=chunk) - Revenues from sales of precision metal parts increased by **52.42%** for the nine months ended September 30, 2024, from **$2,394 Thousands USD to $3,649 Thousands USD**[78](index=78&type=chunk) [NOTE 7 – OPERATING SEGMENTS](index=25&type=section&id=NOTE%207%20%E2%80%93%20OPERATING%20SEGMENTS) The company operates three segments, with Smart Carts incurring the largest segment loss for the nine months ended September 30, 2024 - The three operating segments are: Services to the military/security markets as well as development of related products for the civilian and retail markets ('Advanced Engineering'), Retail automation solutions – Smart Carts ('Smart Carts'), and Manufacturing and selling of precision metal parts ('Precision Metal Parts')[80](index=80&type=chunk) Segment Performance (Nine Months Ended September 30, 2024, Thousands USD) | Segment | External Revenues | Segment Loss (Profit) | | :---------------- | :---------------- | :-------------------- | | Precision Metal Parts | 3,649 | (60) | | Advanced Engineering | 1,383 | 1,066 | | Smart Carts | 308 | 9,147 | | **Total** | **5,340** | **10,153** | - The Smart Carts segment experienced a significant decline in external revenues from **$6,142 Thousands USD in 2023 to $308 Thousands USD in 2024** for the nine-month period, contributing to a substantial segment loss[79](index=79&type=chunk)[81](index=81&type=chunk) [NOTE 8 - FINANCIAL RISK FACTORS](index=27&type=section&id=NOTE%208%20-%20FINANCIAL%20RISK%20FACTORS) The company assesses Expected Credit Losses (ECL) using a statistical model, with no material ECL for receivables as of September 30, 2024 - ECL are measured as the unbiased probability-weighted present value of all cash shortfalls over the expected life of each financial asset, using a statistical model with risk parameters like **probability of default, loss given default, and exposure at default**[82](index=82&type=chunk) - The estimation of risk parameters incorporates historical, current, and forward-looking information, including macroeconomic factors and scenario analysis (base case, adverse, optimistic)[82](index=82&type=chunk) - ECL for trade and other account receivables were **not material** as of September 30, 2024, and December 31, 2023, in accordance with **IFRS 9**[83](index=83&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) Post-period, the company completed two registered direct offerings in October 2024, raising $5,858k, and effected a 1-for-2.5 reverse share split - On October 2, 2024, the Company closed a registered direct offering of **2,164,000 common shares** at **$1.875 per share**, raising gross proceeds of **$4,058 Thousands USD**[85](index=85&type=chunk) - On October 8, 2024, the Company effected a **1-for-2.5 reverse share split** of its common shares[85](index=85&type=chunk) - On October 15, 2024, the Company closed another registered direct offering of **642,860 common shares** at **$2.80 per share**, raising gross proceeds of **$1,800 Thousands USD**[85](index=85&type=chunk)

[Introduction](index=1&type=section&id=Introduction) [Company Information](index=8&type=section&id=Company%20Information) A2Z Cust2Mate Solutions Corp., incorporated in 2018, is listed on NASDAQ and focuses on retail automation, military/security services, and automotive product development - **A2Z Cust2Mate Solutions Corp. was incorporated on January 15, 2018, in British Columbia**[9](index=9&type=chunk) - The company is listed on NASDAQ under symbol **"AZ"** and voluntarily delisted from TSX Venture Exchange on **February 28, 2024**[10](index=10&type=chunk) - Its primary product, the **Cust2Mate smart cart**, offers retail automation features including automatic value calculation, product information, and on-board payment[11](index=11&type=chunk)[12](index=12&type=chunk) - Other activities include services for **military and security markets**, container leasing, maintenance of complex electronic systems, and **FTICS product development** for the automotive market[13](index=13&type=chunk)[14](index=14&type=chunk) [Condensed Interim Consolidated Financial Statements](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Financial%20Statements) [Condensed Interim Consolidated Statements of Financial Position](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Financial%20Position) As of June 30, 2024, total assets decreased by **15.26%**, total liabilities reduced by **30.19%**, and shareholders' deficit improved from **$(2,309)K to $(340)K** Key Financial Position Data (Thousands of US Dollars) | Metric | June 30, 2024 | December 31, 2023 | Change (%) | | :-------------------------------- | :------------ | :---------------- | :--------- | | Total Assets | 7,219 | 8,519 | -15.26% | | Total Liabilities | 7,559 | 10,828 | -30.19% | | Shareholders' Deficit | (340) | (2,309) | 85.23% | | Warrant Liability | 225 | 3,075 | -92.62% | [Condensed Interim Consolidated Statements of Loss and Comprehensive Loss](index=4&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Loss%20and%20Comprehensive%20Loss) For the six months ended June 30, 2024, revenues decreased by **56.69%**, but net loss improved by **77.22%** due to a significant gain on warrant liability revaluation Key Loss and Comprehensive Loss Data (Thousands of US Dollars, except per share data) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | YoY Change (6 Months) | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | | Revenues | 1,538 | 2,860 | 3,235 | 7,468 | -56.69% | | Gross profit | 123 | 638 | 450 | 1,659 | -72.87% | | Operating loss | (3,519) | (4,738) | (7,241) | (8,768) | 17.42% | | Loss (gain) on revaluation of warrant liability | (421) | 2,749 | (3,775) | 2,344 | -261.05% | | Net loss for the period | (3,174) | (7,422) | (3,570) | (11,265) | 68.29% | | Net loss attributable to controlling shareholders | (2,570) | (6,968) | (2,403) | (10,541) | 77.22% | | Basic and diluted loss per share | (0.05) | (0.19) | (0.05) | (0.34) | 85.29% | [Condensed Interim Consolidated Statements of Changes in Equity (Deficit)](index=5&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Changes%20in%20Equity%20(Deficit)) Shareholders' deficit improved from **$(2,309)K to $(340)K** by June 30, 2024, driven by **$2,022K** and **$3,318K** capital raises Key Changes in Shareholders' Equity (Deficit) (Thousands of US Dollars) | Metric | Balance - January 1, 2024 | Balance – June 30, 2024 | | :-------------------------------- | :------------------------ | :---------------------- | | Total Equity of shareholder of the Company (Deficit) | (2,309) | (340) | | Net comprehensive loss for the period | - | (4,040) | | Issuance of shares in January 2024 private placement | - | 2,022 | | Issuance of shares in April 2024 private placement | - | 3,318 | | Share based compensation | - | 669 | [Condensed Interim Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash outflow increased to **$(7,629)K** for six months ended June 30, 2024, resulting in a **$(1,850)K** net decrease in cash and **$653K** cash balance Key Cash Flow Data (Thousands of US Dollars) | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | YoY Change (%) | | :--------------------------------------- | :----------------------------- | :----------------------------- | :------------- | | Cash flows from operating activities | (7,629) | (5,837) | -30.70% | | Cash flows from investing activities | (33) | (149) | 77.85% | | Cash flows from financing activities | 5,812 | 8,816 | -34.08% | | Increase (decrease) in cash and cash equivalents | (1,850) | 2,830 | -165.37% | | Cash and cash equivalents at end of period | 653 | 5,671 | -88.49% | [Notes to the Condensed Interim Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Interim%20Consolidated%20Financial%20Statements) [NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS](index=8&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20AND%20CONTINUANCE%20OF%20OPERATIONS) Recurring losses and negative cash flows raise going concern doubts, while the Israel-Hamas war poses potential material adverse effects on operations - The company has incurred recurring losses and negative operating cash flows since inception, with accumulated losses of **$85,859K** and a net loss of **$3,570K** for the six months ended June 30, 2024[15](index=15&type=chunk) - Dependency on external funding raises substantial doubt about the company's ability to continue as a **going concern**[16](index=16&type=chunk) - The ongoing Israel-Hamas war may cause supply chain disruptions, macroeconomic deterioration, and personnel absences, potentially having a **material adverse effect** on the business[17](index=17&type=chunk)[20](index=20&type=chunk) [NOTE 2 – BASIS OF PREPARATION](index=10&type=section&id=NOTE%202%20%E2%80%93%20BASIS%20OF%20PREPARATION) Interim financial statements are prepared under **IAS 34**, using **NIS** as functional currency and **USD** as presentation currency, with critical estimates for assets, liabilities, and ECLs - Financial statements are prepared under **IAS 34** and presented in **US dollars**, with **NIS** as the functional currency[24](index=24&type=chunk)[29](index=29&type=chunk) - Critical estimates include useful life of property and equipment, fair value of share-based payments (Binomial model) and warrant liabilities (Black-Scholes model), intangible asset impairment, and **ECL measurement**[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - No changes to accounting policies or retrospective adjustments were required from adopting new amended standards **(IAS 1 and IAS 8)**[36](index=36&type=chunk) [NOTE 3 – WARRANT LIABILITY](index=13&type=section&id=NOTE%203%20%E2%80%93%20WARRANT%20LIABILITY) Significant gains of **$(421)K** (three months) and **$(3,775)K** (six months) were recognized on warrant liability revaluation, calculated using the Black-Scholes model Gain (Loss) on Revaluation of Warrant Liability (Thousands of US Dollars) | Warrant Type | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :----------------------------- | | January 2024 Warrants | 138 | 894 | | December 2023 Warrants | 64 | 461 | | June 2023 Warrants | 112 | 1,084 | | March 2023 Warrants | 58 | 528 | | November 2022 Warrants | 69 | 805 | | **Total (from P&L)** | **(421)** | **(3,775)** | - Warrant liabilities are measured using the **Black-Scholes option pricing model**, considering volatility, risk-free interest rate, expected life, and share price[37](index=37&type=chunk)[39](index=39&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk)[45](index=45&type=chunk) [NOTE 4 - SHAREHOLDERS EQUITY](index=17&type=section&id=NOTE%204%20-%20SHAREHOLDERS%20EQUITY) In H1 2024, the company completed private placements and registered direct offerings, issuing common shares and pre-funded warrants, with director participation - On April 2, 2024, a private placement issued **4,147,326 common shares** and pre-funded warrants for **2,697,168 common shares**, generating approximately **$2,400K** in gross proceeds[49](index=49&type=chunk) - On January 4, 2024, a registered direct offering closed, issuing **2,806,302 units** for gross proceeds of **$3,227K**[52](index=52&type=chunk) - On April 2, 2024, another registered direct offering closed, issuing **9,480,500 common shares** for approximately **$3,300K**[52](index=52&type=chunk) - Certain directors and officers participated in the registered direct offering and private placement, investing **$525K**[51](index=51&type=chunk) [NOTE 5 - WARRANTS AND OPTIONS](index=19&type=section&id=NOTE%205%20-%20WARRANTS%20AND%20OPTIONS) As of June 30, 2024, **12,593,240 warrants** (avg. **$2.43**) and **3,374,134 stock options** (avg. **$1.86**) were outstanding, with decreased share-based compensation expense Outstanding Warrants and Stock Options (June 30, 2024) | Instrument | Number Outstanding | Weighted Average Exercise Price (USD) | | :---------------- | :----------------- | :------------------------------------ | | Warrants | 12,593,240 | $2.43 | | Stock Options | 3,374,134 | $1.86 | Share-Based Compensation Expense (Thousands of US Dollars) | Instrument | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :----------------------- | :----------------------------- | :----------------------------- | | Stock Options | 486 | 2,547 | | RSUs | 183 | 420 | - The company granted **1,265,000 RSUs** in August 2022, **1,027,000 RSUs** in January 2023, **116,250 RSUs** in April 2023, and **165,000 RSUs** in June 2023 to various stakeholders[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) [NOTE 6 - REVENUES](index=23&type=section&id=NOTE%206%20-%20REVENUES) Total revenues for six months ended June 30, 2024, decreased by **56.69%**, mainly due to a **96.75%** decline in smart carts projects, despite a **38.40%** increase in precision metal parts sales Revenue Streams (Thousands of US Dollars) | Revenue Stream | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | YoY Change (6 Months) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | | Revenues from services | 315 | 393 | 681 | 924 | -26.29% | | Revenues from leasing | 79 | 98 | 170 | 231 | -26.41% | | Revenues from sales of precision metal parts | 1,047 | 795 | 2,231 | 1,612 | 38.40% | | Revenues from smart carts project | 97 | 1,574 | 153 | 4,701 | -96.75% | | **Total Revenues** | **1,538** | **2,860** | **3,235** | **7,468** | **-56.69%** | [NOTE 7 – OPERATING SEGMENTS](index=23&type=section&id=NOTE%207%20%E2%80%93%20OPERATING%20SEGMENTS) The company operates in three segments, with Smart Carts incurring the largest segment loss of **$6,285K** for the six months ended June 30, 2024 - The company operates in three segments: **Advanced Engineering** (military/security services), **Smart Carts** (retail automation), and **Precision Metal Parts** (manufacturing and sales)[66](index=66&type=chunk) Operating Segment Performance (Six Months Ended June 30, 2024, Thousands of US Dollars) | Segment | External Revenues | Segment Loss | | :-------------------- | :---------------- | :----------- | | Precision Metal Parts | 2,231 | 176 | | Advanced Engineering | 882 | 780 | | Smart Carts | 153 | 6,285 | | **Total** | **3,266** | **7,241** | Operating Segment Performance (Six Months Ended June 30, 2023, Thousands of US Dollars) | Segment | External Revenues | Segment Loss (Gain) | | :-------------------- | :---------------- | :------------------ | | Precision Metal Parts | 1,612 | 548 | | Advanced Engineering | 1,436 | (56) | | Smart Carts | 4,701 | 8,276 | | **Total** | **7,749** | **8,768** | [NOTE 8 - FINANCIAL RISK FACTORS](index=25&type=section&id=NOTE%208%20-%20FINANCIAL%20RISK%20FACTORS) The company assesses **ECLs** for financial assets using a statistical model incorporating default probability and macroeconomic factors, with **ECLs** for receivables deemed not material - **ECLs** are measured as the unbiased probability-weighted present value of cash shortfalls over expected life, using a statistical model with risk parameters like probability of default and loss given default[68](index=68&type=chunk) - Risk parameter estimation incorporates historical, current, and forward-looking macroeconomic information, including **GDP growth** and **unemployment rate**, using scenario analysis[68](index=68&type=chunk) - As of June 30, 2024, and December 31, 2023, **ECLs** for trade and other account receivables were not material[69](index=69&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=25&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) Post-period, a **$2,395K** private placement closed, Nasdaq MVLS compliance was regained, but the bid price rule remains, and a new **CFO** was appointed - On August 12, 2024, a private placement closed, raising approximately **$2,395K** through common shares and pre-funded warrants[70](index=70&type=chunk) - On August 1, 2024, the company regained compliance with Nasdaq's **MVLS** requirement, maintaining at least **$35 million** for 14 consecutive trading days[70](index=70&type=chunk) - The company must still comply with Nasdaq Listing Rule **5550(a)(2)**, the Bid Price Rule, by **October 21, 2024**[70](index=70&type=chunk) - On August 12, 2024, **Mr. Alan Rootenberg** was appointed as the new Chief Financial Officer, replacing Gadi Levin[70](index=70&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF ...