SuperCom Ltd

if we are unable to manage our revenue growth, our business, financial results and stock price could suffer;

our dependence on orders from large customers for a substantial portion of our revenues;

the impact of other companies and technologies that compete with us within our industry;

any acquisitions that we have completed, or may complete in the future, may not perform as planned and could disrupt our business and harm our financial condition and operations;

our ability to generate sufficient cash from operations and potential need to obtain additional financing or reduce our level of expenditure;

changing technology, requirements, standards and products in the market of our products;

our ability to enter into contracts with governments, as well as state and local governmental agencies and municipalities;

our dependence on third-party representatives, resellers and distributors could result in marketing and distribution delays;

if our technology and solutions cease to be adopted and used by government and public and private organizations;

our ability to develop and sustain our position as a provider of e-Gov, IoT and Connectivity, and Cyber Security, solutions and services and earn high margins from our technology;

our operating results may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment;

our efforts to expand our international operations and maintain or increase our future international sales;

our exposure to risks in operating in foreign markets;

fluctuation in our financial and operating results;

our reliance on third party technologies and components for the development of some of our products;

delays in deliveries from our suppliers, defects in goods or components supplied by our vendors, or delays in projects that are performed by our subcontractors;

significant differences between forecasted demands and actual orders received;

breaches of network or information technology security, natural disasters or terrorist attacks;

ability by third parties to obtain access to our proprietary information or could independently develop similar technologies;

assertion by third parties that we are infringing their intellectual property rights, and IP litigation;

our reliance on the services of certain of our executive officers and key personnel;

our ability to attract, hire and retain qualified technical personnel;

our products being subject to government regulation of radio frequency technology;

war, terrorism, other acts of violence or natural or man-made disasters, including a global pandemic;

the impact of the political and security situation in Israel and in the U.S. on our business;

impact of inflation and currency fluctuations;

impact of the obligation of our management or key personnel to perform military service in Israel;

our ability to enforce covenants not-to-compete under current Israeli law; and

our company being subject to claims for remuneration or royalties for assigned service invention rights by our employees.

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

1

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

1

ITEM 3.

KEY INFORMATION

1

A.

Reserve

1

B.

Capitalization and Indebtedness

1

C.

Reasons for the Offer and Use of Proceeds

1

D.

Risk Factors

1

ITEM 4.