Financial Health and Concerns - Management has expressed substantial doubt about the company's ability to continue as a going concern, which could hinder obtaining new financing [26]. - The company expects to continue incurring losses for the foreseeable future and may never achieve profitability [26]. - The company has incurred significant losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern [31]. - The company reported a net cash used in operating activities of $1,618 thousand for the year ended December 31, 2024, indicating a need for significant additional financing to continue operations [101]. - The company may face challenges in raising capital if political and military instability in Israel continues or escalates [126]. Market and Competitive Landscape - The data collection and proxy services markets are rapidly evolving, and if the industry does not develop as anticipated, sales growth may be slower than expected [26]. - The company faces intense competition from larger data collection service providers, which may impact its market position [27]. - The company operates in a rapidly evolving industry with intense competition from established players, making revenue growth uncertain [38]. - The company's success depends on acquiring new customers and retaining existing ones, which is challenged by fierce competition [52][53]. - Any slowdown in AI adoption or budget constraints in data-intensive industries could reduce demand for the company's services [55]. Regulatory and Compliance Risks - There is increasing regulatory scrutiny of web data collection, which could adversely affect the company's business and financial results [39]. - Compliance with evolving regulations may require significant investments, increasing operational complexity and costs [42]. - The company is subject to U.S. and Israeli export control and economic sanctions laws, which could impair its ability to compete in international markets and adversely affect its business [87]. - The unpredictability of the cyber insurance market may result in coverage limitations and increased premiums, impacting the company's ability to manage risk effectively [79]. Operational and Strategic Initiatives - The company is engaged in ongoing development of current and future products, with plans to introduce improved and new products as working capital allows [27]. - The company is engaged in ongoing research and development efforts, but there is no assurance that these will result in successful products or significant revenue [49]. - The company is focusing on the development of hCDR1, a potential treatment for systemic lupus erythematosus and Sjogren's syndrome, under a license from Yeda Research and Development Company Ltd. [152]. - The company aims to enhance scalability, efficiency, and market reach through strategic acquisitions and operational excellence [182]. - The company is investing in R&D to maintain leadership in the proxy, AI data extraction, and business intelligence markets [184]. Acquisition and Integration - The company has acquired The Social Proxy in 2024, which may dilute existing equity and require significant cash resources [71]. - The acquisition of The Social Proxy involved issuing 1,864,790 unregistered American Depositary Shares and 2,896,142 warrants, resulting in previous shareholders owning approximately 20% of the current issued share capital [74]. - The company completed the acquisition of The Social Proxy in August 2024 for a total consideration of approximately $430,000 and 5,292,153 unregistered ADSs, representing 44.6% of the issued and outstanding share capital of the company [149]. - The company is in the process of integrating The Social Proxy into its internal controls over financial reporting, which will be included in the evaluation for the year ended December 31, 2025 [142]. Cybersecurity and Operational Risks - The company is increasingly vulnerable to cybersecurity threats, which could adversely affect its operations and reputation [75]. - The company has implemented information security measures, but cannot guarantee their effectiveness against evolving cyber threats [77]. - The company relies on third-party vendors for data collection and proxy network services, which introduces additional risks related to security breaches and regulatory compliance [80]. - The company is dependent on third-party ISPs and proxy network providers, which poses risks if agreements are terminated or services are restricted [59]. Political and Economic Risks - The company’s offices are located in Israel, which may expose it to political, economic, and military instability risks [26]. - The company is currently facing economic uncertainty and capital market disruptions due to geopolitical instability, particularly the ongoing military conflict between Russia and Ukraine, which could materially affect its financial condition and results [81]. - Political instability in Israel, including recent elections and judicial changes, may adversely affect the company's operations and financial condition [132]. Shareholder and Market Dynamics - The concentration of ownership among principal stockholders, particularly Mr. Alexander Rabinovitch holding approximately 29.99% of ordinary shares, may prevent new investors from influencing significant corporate decisions [106]. - Future issuances or sales of ADSs could depress the market for the company's shares, making it more difficult to raise funds through equity sales [105]. - The trading volume of the company's American Depositary Shares (ADSs) has historically been low, which may limit shareholders' ability to sell their shares at a desirable price [102]. - The company's stock price is likely to be highly volatile, influenced by various factors including technological innovations, market conditions, and geopolitical instabilities [103]. Technology and Innovation - The Social Proxy's proprietary technology offers unlimited Internet Protocol addresses, enhancing data collection workflows significantly compared to traditional solutions [160]. - The demand for ethical and compliant proxy solutions is increasing due to complex privacy regulations like GDPR and CCPA, emphasizing the need for transparency and cybersecurity resilience [158]. - The Social Proxy's services are designed to ensure data accuracy and compliance with relevant laws, addressing the growing need for ethical data collection practices [168]. - The company believes its proprietary technologies and commitment to ethical data collection position it favorably against competitors like Bright Data and Oxylabs [177]. - The company aims to strengthen its market share by continuously enhancing its infrastructure and developing innovative AI-driven data extraction solutions [177].
XTLbio(XTLB) - 2024 Q4 - Annual Report