Zvi Schreiber has tendered
his resignation from the Company’s Board of Directors to be effective February 28, 2026.
The information in this Form 6-K (including,
in Exhibit 99.1 hereto, the data presented in conformity with International Financial Reporting Standards (“IFRS”)
and related analysis, but not the non-IFRS data or quotes of members of the Company’s management) is hereby incorporated by reference
into the Company’s registration statements on Form S-8 (File No. 333-270303) and Form F-3 (File No. 333-280302),
to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently
filed or furnished.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
Freightos Reports
Fourth Quarter and Full Year 2025 Results
● Fourth
Quarter Revenue Up 12% year-over-year, Full Year Revenue Up 24%
● Year-End
Cash of $28M; On track to Breakeven by Year-End 2026
February 23, 2026 - Barcelona /PRNewswire/
- Freightos Limited (NASDAQ: CRGO), the leading vendor-neutral digital booking and payment platform for the international freight industry,
today reported financial results for the quarter and year ended December 31, 2025.
“We delivered fourth quarter results
in line with guidance. For full year 2025, revenue grew 24%, and although foreign exchange headwinds pressured Adjusted EBITDA from the
second quarter onward, our burn rate was unaffected and we ended the year with a cash position that fully funds our plans and enables
us to reach breakeven by the end of 2026 as anticipated. Despite the ongoing instability of the global trade ecosystem, we’ve now
met or exceeded guidance every quarter in our three years as a public company,” said Pablo Pinillos, CFO and Interim CEO of Freightos.
“2026 is a transition year in
which we are deliberately sequencing our growth,” he continued. “We're focusing resources on our solution adoption - when
our software is embedded in customers' daily workflows, platform bookings follow naturally and our network effects compound. Strengthening
that solution base positions us for higher growth in 2027 and beyond. Our mission to digitalize global freight is unchanged, and we enter
this phase well capitalized and focused on execution.”
Fourth Quarter 2025 Financial Highlights
| ● | Revenue of $7.4 million for the
fourth quarter of 2025, an increase of 12% compared to $6.6 million in the fourth quarter
of 2024. |
| ● | IFRS Gross Margin of 64.1%, compared
to 67.6% in the fourth quarter of 2024. Non-IFRS Gross Margin of 72.7%, compared to 74.3%
in the fourth quarter of 2024. |
| ● | IFRS loss of $3.8 million, compared
to a loss of $9.8 million for the fourth quarter of 2024 (which included a one-time, non-cash
$3.0 million accounting impairment of goodwill related to an acquisition from 2022). |
| ● | Adjusted EBITDA of negative $2.7
million, compared to negative $3.1 million for the fourth quarter of 2024. |
Full Year 2025 Financial Highlights
| ● | Revenue of $29.5 million for the
full year 2025, an increase of 24% compared to $23.8 million in 2024. |
| ● | IFRS Gross Margin of 66.8% in
2025, up from 65.2% in 2024. Non-IFRS Gross Margin of 73.7%, up from 72.4% in 2024. |
| ● | IFRS loss of $17.5 million, compared
to a loss of $22.5 million in 2025 (which included a one-time, non-cash $3.0 million impairment
of goodwill related to an acquisition from 2022). |
| ● | Adjusted EBITDA of negative $11.2
million, compared to negative $12.6 million for 2024. |
| ● | Cash and cash equivalents and
a short term bank deposit balance at the end of December 2025 of $27.9 million. |
Recent Business Highlights
| ● | Transactions Growth: Freightos
achieved a record 445k transactions in the fourth quarter of 2025, up 27% year over year.
For the full year of 2025, Freightos facilitated approximately 1.6 million transactions,
up 26% from 2024. The fourth quarter of 2025 was the 24th consecutive quarter of record Transactions. |
| ● | Carrier Growth: The number
of carriers actively selling on the platform in the fourth quarter of 2025 was 77, compared
to 67 carriers in the fourth quarter of 2024. Recent additions to the network are in the
process of integration and, combined with a healthy pipeline, the company anticipates continued
growth in active supply. |
| ● | Unique Buyer Users: The
number of Unique buyer users digitally booking freight services across the platform grew
to 20.7k in the fourth quarter of 2025. |
| ● | Gross Booking Value Growth:
The total value of transactions processed on the Freightos platform, or GBV, reached
$357M for Q4 2025 and $1.29B for the full year 2025, reflecting year over year growth of
27% and 44%, respectively. WebCargo was the largest contributor to GBV growth, with the carrier
portal contributing meaningfully as it continued to scale. As the carrier portal reached
material scale in late 2024, year-over-year growth in Q4 reflects a higher comparison base
relative to earlier quarters. 7LFreight also delivered strong percentage growth, albeit from
a smaller base. |
| ● | Revenue Growth: Fourth
quarter revenue of $7.4 million reflected continued strong growth from the WebCargo by Freightos
platform and from customs clearance services, partially offset by slower growth in SaaS and
data solutions. Total Platform revenue in the fourth quarter was $2.5 million, up 13% from
the fourth quarter of 2024, and Solutions revenue was $4.9 million, up 12% year over year.
Total Platform revenue in the full year was $9.9 million, up 18% from 2024, and Solutions
revenue was $19.6 million, up 27% from 2024. |
Financial Outlook
| | |
Management Expectations |
| | |
Q1 2026 | |
FY 2026 |
| Transactions (k) | |
446 - 451 | |
1,937 - 1,975 |
| Year over Year Growth | |
20% - 22% | |
18% - 20% |
| GBV ($m) | |
335 - 341 | |
1,514 - 1,537 |
| Year over Year Growth | |
21% - 23% | |
18% - 20% |
| Revenue ($m) | |
7.4 - 7.5 | |
31.2 - 32.8 |
| Year over Year Growth | |
7% - 9% | |
6% - 12% |
| Adjusted EBITDA ($m) | |
(2.9) - (2.8) | |
(6.9) - (6.2) |
This outlook assumes freight price
levels and market freight volumes as of February 2026
Further financial details are included
as an appendix below.
Earnings Webcast
Freightos’ management will host
a webcast and conference call to discuss the results today, February 23, 2026 at 8:30 a.m. EST. To participate in the call,
please register at the following link:
https://freightos.zoom.us/webinar/register/WN_iuCRJ6czR-aLZ1GwSm7kTw
Following registration, you will be
sent the link to the conference call which is accessible either via the Zoom app, or alternatively from a dial-in telephone number.
Questions may be submitted in advance
to ir@freightos.com or via Zoom during the call.
A replay of the webcast, as well as
the conference call transcript, will be available on Freightos’ Investor Relations website following the call.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements, which include the financial outlook of Freightos, are based on various assumptions,
whether or not identified in this press release, and on the current expectations of Freightos, and are not predictions of actual performance.
These forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of Freightos. These forward-looking statements
are subject to a number of risks and uncertainties, including: disruptions and instability caused by Freightos’ CEO transition,
changes to its board of directors, and its other leadership changes; disruptions to the international freight industry, including those
caused by global economic trends and policy changes, such as increased tariffs and protectionist trade policies being implemented by
the United States and other countries and their impact on shipping volume and, hence, number of Transactions, GBV and Platform revenue;
Freightos’ ability to continue to successfully integrate the Shipsta business without disruption to its business; the threat of
additional military conflicts in the Middle East, and their impact on the international shipping routes that run through the Red Sea
and Strait of Hormuz; competition; the ability of Freightos to build and maintain relationships with carriers, freight forwarders and
importers/exporters; Freightos’ ability to keep pace with rapid technological changes, particularly in artificial intelligence;
Freightos’ ability to retain its management and key employees, particularly in light of its CEO transition; changes in applicable
laws or regulations; any downturn or volatility in economic conditions whether related to reduced international trade, inflation, armed
conflict or otherwise; changes in the competitive environment affecting Freightos or its users, including Freightos’ ability to
introduce new products or technologies; risks to Freightos’ ability to protect its intellectual property and avoid infringement
by others, or claims of infringement against Freightos; and those additional factors discussed under “Item 3.D. Risk Factors”
in Freightos’ annual report on Form 20-F filed with the SEC on March 24, 2025, and any other risk factors Freightos includes
in any subsequent reports of foreign private issuer on Form 6-K furnished to the SEC. If any of these risks materializes or our
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There
may be additional risks of which Freightos is not aware presently or that Freightos currently believes are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
Freightos’ expectations, plans or forecasts of future events and views as of the date of this press release. Freightos anticipates
that subsequent events and developments will cause Freightos’ assessments to change. However, while Freightos may elect to update
these forward-looking statements at some point in the future, Freightos specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing Freightos’ assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Financial Information; Non-IFRS Financial
Measures
While certain financial figures included
in this press release have been computed in accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board, this press release does not contain sufficient information to constitute an interim
financial report as defined in International Accounting Standards 34, “Interim Financial Reporting” nor a financial statement
as defined by International Accounting Standards 1 “Presentation of Financial Statements”.
This press release includes certain
financial measures not presented in accordance with IFRS, including, but not limited to, Adjusted EBITDA. These non-IFRS measures differ
from the most directly comparable measures determined under IFRS. For the historical non-IFRS results included herein, we have provided
tables at the end of this press release providing a reconciliation of those results to our results achieved under the most directly comparable
IFRS measures. For the forward-looking, non-IFRS data included under “Financial Outlook”, we have not included such a reconciliation,
because the reconciliation of forward-looking data cannot be prepared without unreasonable effort. Our results and forecasts expressed
as non-IFRS measures should not be considered in isolation or as an alternative to revenue, net income, cash flows from operations or
other measures of profitability, liquidity or performance under IFRS. You should be aware that the presentation of these measures may
not be comparable to similarly-titled measures used by other companies. Freightos believes that Adjusted EBITDA and other non-IFRS measures
provide useful information to investors and others in understanding and evaluating Freightos’ operating results because they provide
supplemental measures of our core operating performance and offer consistency and comparability with both our own past financial performance
and with corresponding financial information provided by peer companies. These non-IFRS measures are presented to permit investors and
others to more fully understand how management assesses our performance for internal planning and forecasting purposes.
Certain monetary amounts, percentages
and other figures included in this press release have been subject to rounding adjustments, and therefore may not sum due to rounding.
Glossary
We have provided below a glossary of
certain terms used in this press release:
| ● | Transactions: Number of
bookings for freight services, and related services, placed by Buyers across the Freightos
platform with third-party sellers and with Clearit. Sellers of Transactions include Carriers
(that is, airlines, ocean liners and LCL consolidators) and also other providers of freight
services such as trucking companies, freight forwarders, general sales agents, and air master
loaders. The number of transactions booked on the Freightos platform in any given time period
is net of transactions that were canceled prior to the end of the period. Transactions booked
on white label portals hosted by Freightos are included if there is a transactional fee associated
with them. |
| ● | Carriers: Number of unique
air and ocean carriers, mostly airlines, that have been sellers of transactions. For airlines,
we count booking carriers, which include separate airlines within the same carrier group.
We do not count dozens of other airlines that operate individual segments of air cargo transactions,
as we do not have a direct booking relationship with them. Carriers include ocean less-than-container
load (LCL) consolidators. In addition, we only count carriers when more than five bookings
were placed with them over the course of a quarter. |
| ● | Unique buyer users: Number
of individual users placing bookings, typically counted based on unique email logins. The
number of buyers, which counts unique customer businesses, does not reflect the fact that
some buyers are large multinational organizations while others are small or midsize businesses.
Therefore, we find it more useful to monitor the number of unique buyer users than the number
of buyer businesses. |
| ● | GBV: Total value of transactions
on the Freightos platform, which is the monetary value of freight and related services contracted
between buyers and sellers on the Freightos platform, plus related fees charged to buyers
and sellers, and pass-through payments such as duties. GBV is converted to U.S. dollars at
the time of each transaction on the Freightos platform. This metric may be similar to what
others call gross merchandise value (GMV) or gross services volume (GSV). We believe that
this metric reflects the scale of the Freightos platform and our opportunities to generate
platform revenue. |
| ● | Adjusted EBITDA: Loss before
income taxes, finance income, finance expense, share-based compensation expense, depreciation
and amortization, operating expense settled by issuance of shares, acquisition-related costs,
impairment of goodwill, CEO transition-related expenses and change in fair value of warrants. |
| ● | Platform revenue: Fees
charged to buyers and sellers in relation to transactions executed on the Freightos platform.
For bookings conducted by importers/exporters, our fees are typically structured as a percentage
of booking value, depending on the mode and nature of the service. When freight forwarders
book with carriers, the sellers often pay a pre-negotiated flat fee per transaction. When
sellers transact with a buyer who is a new customer to the seller, we may charge a percentage
of the booking value as a fee. |
| ● | Solutions revenue: Primarily
subscription-based SaaS and data. It is typically priced per user or per site, per time period,
with larger customers such as multinational freight forwarders or enterprise shippers often
negotiating fixed, all-inclusive subscriptions. Revenue from our Solutions segment includes
certain non-recurring revenue from services ancillary to our SaaS products, such as engineering,
customization, configuration and go-live fees, and data services for digitizing offline data. |
About Freightos
Freightos®
(Nasdaq: CRGO) is the leading vendor-neutral global freight booking platform. Airlines, ocean carriers, thousands of freight forwarders,
and well over ten thousand importers and exporters connect on Freightos, making world trade efficient, agile, and resilient.
The
Freightos platform digitizes the trillion dollar international freight industry, supported by a suite of software solutions that span
pricing, quoting, booking, shipment management, and payments for businesses of all shapes and sizes around the globe. Products include
Freightos Enterprise for multinational importers and exporters, Freightos Marketplace for small importers and exporters, WebCargo and
7LFreight by WebCargo for freight forwarders, WebCargo for Airlines, and Clearit, a digital customs broker.
Freightos
is a leading provider of real-time industry data via Freightos Terminal, which includes the world's leading spot pricing indexes, Freightos
Air Index (FAX) for air cargo and Freightos Baltic Index (FBX) for container shipping. Futures of FBX are traded on CME and SGX.
More
information is available at freightos.com/investors
Contacts
Media:
Tali Aronsky
press@freightos.com
Investors:
Anat Earon-Heilborn
ir@freightos.com
CONSOLIDATED BALANCE
SHEETS
(in thousands)
| | |
December 31,
2025 | | |
December 31,
2024 | |
| | |
(unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 13,347 | | |
$ | 10,118 | |
| User funds | |
| 2,884 | | |
| 4,494 | |
| Trade receivables, net | |
| 3,773 | | |
| 3,057 | |
| Short-term bank deposit | |
| 14,546 | | |
| 27,153 | |
| Other receivables and prepaid expenses | |
| 1,559 | | |
| 1,281 | |
| | |
| 36,109 | | |
| 46,103 | |
| | |
| | | |
| | |
| Non-current Assets: | |
| | | |
| | |
| Property and equipment, net | |
| 284 | | |
| 420 | |
| Right-of-use assets, net | |
| 2,315 | | |
| 1,191 | |
| Intangible assets, net | |
| 6,792 | | |
| 8,852 | |
| Goodwill | |
| 14,809 | | |
| 15,040 | |
| Deferred taxes | |
| 560 | | |
| 536 | |
| Other long-term assets | |
| 1,827 | | |
| 1,637 | |
| | |
| 26,587 | | |
| 27,676 | |
| | |
| | | |
| | |
| Total assets | |
$ | 62,696 | | |
$ | 73,779 | |
| | |
| | | |
| | |
| Liabilities and Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Current maturity of lease liabilities | |
$ | 627 | | |
$ | 615 | |
| Trade payables | |
| 5,103 | | |
| 2,731 | |
| User accounts | |
| 2,884 | | |
| 4,494 | |
| Warrants liabilities | |
| 2,223 | | |
| 2,450 | |
| Accrued expenses and other short-term liabilities | |
| 5,917 | | |
| 7,023 | |
| | |
| 16,754 | | |
| 17,313 | |
| | |
| | | |
| | |
| Long Term Liabilities: | |
| | | |
| | |
| Lease liabilities | |
| 1,745 | | |
| 339 | |
| Employee benefit liabilities, net | |
| 1,275 | | |
| 1,239 | |
| | |
| 3,020 | | |
| 1,578 | |
| | |
| | | |
| | |
| Equity: | |
| | | |
| | |
| Share capital | |
| 1 | | |
| *) | |
| Share premium | |
| 266,583 | | |
| 261,769 | |
| Foreign currency translation reserve | |
| 288 | | |
| (307 | ) |
| Reserve from remeasurement of defined benefit plans | |
| 236 | | |
| 96 | |
| Accumulated deficit | |
| (224,186 | ) | |
| (206,670 | ) |
| Total equity | |
| 42,922 | | |
| 54,888 | |
| | |
| | | |
| | |
| Total liabilities and equity | |
$ | 62,696 | | |
$ | 73,779 | |
| *)
Represents an amount lower than $1. |
|
|
CONSOLIDATED STATEMENTS
OF OPERATIONS
(in thousands, except share and per
share data)
| | |
Three Months Ended | | |
Twelve months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(unaudited) | | |
(unaudited) | | |
| |
| Revenue | |
$ | 7,405 | | |
$ | 6,587 | | |
$ | 29,460 | | |
$ | 23,785 | |
| Cost of revenue | |
| 2,658 | | |
| 2,134 | | |
| 9,777 | | |
| 8,285 | |
| Gross profit | |
| 4,747 | | |
| 4,453 | | |
| 19,683 | | |
| 15,500 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 3,186 | | |
| 2,817 | | |
| 11,942 | | |
| 10,275 | |
| Selling and marketing | |
| 3,947 | | |
| 3,688 | | |
| 15,203 | | |
| 13,880 | |
| General and administrative | |
| 3,237 | | |
| 5,985 | | |
| 11,694 | | |
| 14,292 | |
| Total operating expenses | |
| 10,370 | | |
| 12,490 | | |
| 38,839 | | |
| 38,447 | |
| Operating loss | |
| (5,623 | ) | |
| (8,037 | ) | |
| (19,156 | ) | |
| (22,947 | ) |
| Change in fair value of warrants | |
| 1,489 | | |
| (1,410 | ) | |
| 227 | | |
| (965 | ) |
| Finance income | |
| 441 | | |
| 282 | | |
| 1,827 | | |
| 2,211 | |
| Finance expenses | |
| (61 | ) | |
| (23 | ) | |
| (268 | ) | |
| (178 | ) |
| Financing income, net | |
| 380 | | |
| 259 | | |
| 1,559 | | |
| 2,033 | |
| Loss before taxes on income | |
| (3,754 | ) | |
| (9,188 | ) | |
| (17,370 | ) | |
| (21,879 | ) |
| Income taxes, net | |
| 23 | | |
| 649 | | |
| 146 | | |
| 612 | |
| Loss | |
| (3,777 | ) | |
| (9,837 | ) | |
| (17,516 | ) | |
| (22,491 | ) |
| Other comprehensive income (net of tax effect): | |
| | | |
| | | |
| | | |
| | |
| Remeasurement gain (loss) from defined benefit plans | |
| 140 | | |
| 69 | | |
| 140 | | |
| 69 | |
| Adjustments arising from translating financial statements of foreign operations | |
| (35 | ) | |
| (396 | ) | |
| 595 | | |
| (307 | ) |
| Total comprehensive loss | |
$ | (3,672 | ) | |
$ | (10,164 | ) | |
$ | (16,781 | ) | |
$ | (22,729 | ) |
| Basic and diluted loss per Ordinary share | |
$ | (0.07 | ) | |
$ | (0.20 | ) | |
$ | (0.35 | ) | |
$ | (0.46 | ) |
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | |
| 51,214,592 | | |
| 49,344,367 | | |
| 50,573,461 | | |
| 48,579,804 | |
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(in thousands)
| | |
Three Months Ended | | |
Twelve months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(unaudited) | | |
(unaudited) | | |
| |
| Cash flows from operating activities: | |
| | | |
| | | |
| | | |
| | |
| Loss | |
$ | (3,777 | ) | |
$ | (9,837 | ) | |
$ | (17,516 | ) | |
$ | (22,491 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | | |
| | |
| Adjustments to profit or loss items: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 843 | | |
| 870 | | |
| 3,449 | | |
| 3,083 | |
| Impairment of goodwill | |
| - | | |
| 3,000 | | |
| - | | |
| 3,000 | |
| Change in fair value of warrants | |
| (1,489 | ) | |
| 1,410 | | |
| (227 | ) | |
| 965 | |
| Changes in the fair value of contingent consideration | |
| - | | |
| - | | |
| - | | |
| (6 | ) |
| Share-based compensation | |
| 1,953 | | |
| 1,049 | | |
| 4,306 | | |
| 3,625 | |
| Operating expense settled by issuance of shares | |
| - | | |
| - | | |
| - | | |
| 351 | |
| Finance income, net | |
| (380 | ) | |
| (259 | ) | |
| (1,559 | ) | |
| (2,027 | ) |
| Income taxes, net | |
| 23 | | |
| 649 | | |
| 146 | | |
| 612 | |
| | |
| 950 | | |
| 6,719 | | |
| 6,115 | | |
| 9,603 | |
| Changes in asset and liability items: | |
| | | |
| | | |
| | | |
| | |
| Decrease (increase) in user funds | |
| 188 | | |
| (74 | ) | |
| 1,674 | | |
| (968 | ) |
| Increase (decrease) in user accounts | |
| (188 | ) | |
| 74 | | |
| (1,674 | ) | |
| 968 | |
| Decrease in other receivables and prepaid expenses | |
| 412 | | |
| 391 | | |
| 69 | | |
| 37 | |
| Decrease (increase) in trade receivables | |
| 498 | | |
| (184 | ) | |
| (521 | ) | |
| (920 | ) |
| Decrease in other long-term assets | |
| 0 | | |
| | | |
| | | |
| | |
| Increase (decrease) in trade payables | |
| (249 | ) | |
| (1,375 | ) | |
| 2,294 | | |
| (957 | ) |
| Increase (decrease) in accrued severance pay, net | |
| (36 | ) | |
| (18 | ) | |
| 90 | | |
| (7 | ) |
| Increase (decrease) in accrued expenses and other short-term liabilities | |
| (762 | ) | |
| (187 | ) | |
| (1,150 | ) | |
| 336 | |
| | |
| (137 | ) | |
| (1,373 | ) | |
| 782 | | |
| (1,511 | ) |
| Cash received (paid) during the period for: | |
| | | |
| | | |
| | | |
| | |
| Interest received, net | |
| 61 | | |
| 99 | | |
| 1,791 | | |
| 2,642 | |
| Taxes paid, net | |
| (48 | ) | |
| (137 | ) | |
| (40 | ) | |
| (343 | ) |
| | |
| 13 | | |
| (38 | ) | |
| 1,751 | | |
| 2,299 | |
| Net cash used in operating activities | |
| (2,951 | ) | |
| (4,529 | ) | |
| (8,868 | ) | |
| (12,100 | ) |
| Cash flows from investing activities: | |
| | | |
| | | |
| | | |
| | |
| Purchase of property and equipment | |
| (18 | ) | |
| (16 | ) | |
| (135 | ) | |
| (48 | ) |
| Proceeds from sale of property and equipment | |
| - | | |
| - | | |
| 26 | | |
| 2 | |
| Acquisition of a subsidiary, net of cash acquired (a) | |
| - | | |
| - | | |
| - | | |
| (3,350 | ) |
| Investment in long-term deposits | |
| (75 | ) | |
| (52 | ) | |
| (378 | ) | |
| (70 | ) |
| Withdrawal of long-term deposits | |
| - | | |
| - | | |
| 116 | | |
| 24 | |
| Withdrawal of (investment in) short-term bank deposit, net | |
| - | | |
| - | | |
| 12,000 | | |
| (6,000 | ) |
| Withdrawal of short-term investments, net | |
| - | | |
| - | | |
| - | | |
| 11,520 | |
| Net cash provided by (used in) investing activities | |
| (93 | ) | |
| (68 | ) | |
| 11,629 | | |
| 2,078 | |
| Cash flows from financing activities: | |
| | | |
| | | |
| | | |
| | |
| Repayment of lease liabilities | |
| (177 | ) | |
| (208 | ) | |
| (704 | ) | |
| (629 | ) |
| Exercise of options | |
| 99 | | |
| 411 | | |
| 682 | | |
| 714 | |
| Net cash provided by (used in) financing activities | |
| (78 | ) | |
| 203 | | |
| (22 | ) | |
| 85 | |
| Exchange differences on balances of cash and cash equivalents | |
| 177 | | |
| (19 | ) | |
| 463 | | |
| (91 | ) |
| Gains (losses) from translation of cash and cash equivalents of foreign activity | |
| 2 | | |
| (19 | ) | |
| 27 | | |
| (19 | ) |
| Increase (decrease) in cash and cash equivalents | |
| (2,943 | ) | |
| (4,432 | ) | |
| 3,229 | | |
| (10,047 | ) |
| Cash and cash equivalents at the beginning of the period | |
| 16,290 | | |
| 14,550 | | |
| 10,118 | | |
| 20,165 | |
| Cash and cash equivalents at the end of the period | |
$ | 13,347 | | |
$ | 10,118 | | |
$ | 13,347 | | |
$ | 10,118 | |
| (a) Acquisition of an initially consolidated subsidiary: | |
| | | |
| | | |
| | | |
| | |
| Working capital (excluding cash and cash equivalents) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (1,271 | ) |
| Property and equipment | |
| - | | |
| - | | |
| - | | |
| 51 | |
| Right-of-use assets | |
| - | | |
| - | | |
| - | | |
| 350 | |
| Intangible assets | |
| - | | |
| - | | |
| - | | |
| 3,538 | |
| Goodwill | |
| (505 | ) | |
| - | | |
| (505 | ) | |
| 2,546 | |
| Shares issued | |
| - | | |
| - | | |
| - | | |
| (885 | ) |
| Payable for acquisition of subsidiary | |
| 505 | | |
| - | | |
| 505 | | |
| (629 | ) |
| Lease liabilities | |
| - | | |
| - | | |
| - | | |
| (350 | ) |
| Acquisition of a subsidiary, net of cash acquired | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 3,350 | |
| (b) Significant non-cash transactions: | |
| | | |
| | | |
| | | |
| | |
| Right-of-use asset recognized with corresponding lease liability | |
$ | 726 | | |
$ | 2 | | |
$ | 1,898 | | |
$ | 2 | |
RECONCILIATION OF IFRS TO NON-IFRS GROSS
PROFIT AND GROSS MARGIN
(in thousands, except gross margin data)
| | |
Three Months Ended | | |
Twelve months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(unaudited) | | |
(unaudited) | |
| IFRS gross profit | |
$ | 4,747 | | |
$ | 4,453 | | |
$ | 19,683 | | |
$ | 15,500 | |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 249 | | |
| 65 | | |
| 476 | | |
| 378 | |
| Depreciation and amortization | |
| 388 | | |
| 373 | | |
| 1,553 | | |
| 1,345 | |
| Non-IFRS gross profit | |
$ | 5,384 | | |
$ | 4,891 | | |
$ | 21,712 | | |
$ | 17,223 | |
| IFRS gross margin | |
| 64.1 | % | |
| 67.6 | % | |
| 66.8 | % | |
| 65.2 | % |
| Non-IFRS gross margin | |
| 72.7 | % | |
| 74.3 | % | |
| 73.7 | % | |
| 72.4 | % |
RECONCILIATION OF IFRS LOSS TO ADJUSTED
EBITDA
(in thousands ,
except adjusted EBITDA margin data)
| | |
Three Months Ended | | |
Twelve months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(unaudited) | | |
(unaudited) | |
| IFRS loss | |
$ | (3,777 | ) | |
$ | (9,837 | ) | |
$ | (17,516 | ) | |
$ | (22,491 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Change in fair value of warrants | |
| (1,489 | ) | |
| 1,410 | | |
| (227 | ) | |
| 965 | |
| Financing income, net | |
| (380 | ) | |
| (259 | ) | |
| (1,559 | ) | |
| (2,033 | ) |
| Income taxes, net | |
| 23 | | |
| 649 | | |
| 146 | | |
| 612 | |
| Share-based compensation | |
| 1,953 | | |
| 1,049 | | |
| 4,306 | | |
| 3,625 | |
| Depreciation and amortization | |
| 843 | | |
| 870 | | |
| 3,449 | | |
| 3,083 | |
| CEO transition-related expenses | |
| 158 | | |
| - | | |
| 158 | | |
| - | |
| Impairment of goodwill | |
| - | | |
| 3,000 | | |
| - | | |
| 3,000 | |
| Acquisition-related costs | |
| - | | |
| - | | |
| - | | |
| 283 | |
| Operating expense settled by issuance of shares | |
| - | | |
| - | | |
| - | | |
| 351 | |
| Adjusted EBITDA | |
$ | (2,669 | ) | |
$ | (3,118 | ) | |
$ | (11,243 | ) | |
$ | (12,605 | ) |
| Loss margin (under IFRS) | |
| -51 | % | |
| -149 | % | |
| -59 | % | |
| -95 | % |
| Adjusted EBITDA margin | |
| -36 | % | |
| -47 | % | |
| -38 | % | |
| -53 | % |
RECONCILIATION OF IFRS LOSS TO NON-IFRS
LOSS AND LOSS PER SHARE
(in thousands, except share and per
share data)
| | |
Three Months Ended | | |
Twelve months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(unaudited) | | |
(unaudited) | |
| IFRS loss | |
$ | (3,777 | ) | |
$ | (9,837 | ) | |
$ | (17,516 | ) | |
$ | (22,491 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 1,953 | | |
| 1,049 | | |
| 4,306 | | |
| 3,625 | |
| Depreciation and amortization | |
| 843 | | |
| 870 | | |
| 3,449 | | |
| 3,083 | |
| CEO transition-related expenses | |
| 158 | | |
| - | | |
| 158 | | |
| - | |
| Impairment of goodwill | |
| - | | |
| 3,000 | | |
| - | | |
| 3,000 | |
| Operating expense settled by issuance of shares | |
| - | | |
| - | | |
| - | | |
| 351 | |
| Acquisition-related costs | |
| - | | |
| - | | |
| - | | |
| 283 | |
| Changes in the fair value of contingent consideration | |
| - | | |
| - | | |
| - | | |
| (6 | ) |
| Change in fair value of warrants | |
| (1,489 | ) | |
| 1,410 | | |
| (227 | ) | |
| 965 | |
| Non IFRS loss | |
$ | (2,312 | ) | |
$ | (3,508 | ) | |
$ | (9,830 | ) | |
$ | (11,190 | ) |
| Non IFRS basic and diluted loss per Ordinary share | |
$ | (0.05 | ) | |
$ | (0.07 | ) | |
$ | (0.19 | ) | |
$ | (0.23 | ) |
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | |
| 51,214,592 | | |
| 49,344,367 | | |
| 50,573,461 | | |
| 48,579,804 | |