▸ The FDA and comparable foreign regulatory authorities may not accept data from any preclinical or clinical trials we may conduct in foreign countries.· · ● 1 ▸ The price of our common stock has in the past been volatile and may continue to be volatile and subject to significant fluctuation.· · ● 1 ▸ We are a smaller reporting company and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.· · ● 1 ▸ Anti-takeover provisions contained in our Charter and our Bylaws and under Delaware law could impair a takeover attempt.· ● ● 2 rw ▸ Because we do not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.· ● ● 2 rw ▸ Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.· ● ● 2 rw ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.· ● ● 2 rw ▸ Environmental and health safety laws may result in liabilities, expenses and restrictions on our operations.· ● ● 2 rw ▸ Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our common stock.· ● ● 2 rw ▸ Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.· ● ● 2 rw ▸ Patents covering our technology or products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.· ● ● 2 rw ▸ Product liability and other claims against us may reduce demand for our products or result in substantial damages.· ● ● 2 rw ▸ Reduction or interruption in supply and an inability to develop alternative sources for supply may adversely affect our partners’ manufacturing operations and related product sales.· ● ● 2 rw ▸ Stockholder litigation and regulatory inquiries and investigations are expensive and could harm our business, financial condition and operating results and could divert management attention.· ● ● 2 rw ▸ The continuing development of many of our products and product candidates depends upon our maintaining strong working relationships with physicians.· ● ● 2 rw ▸ The failure of our manufacturing partners and component suppliers to meet regulatory quality standards applicable to their manufacturing processes could have an adverse effect on our business, financial condition and results of operations.· ● ● 2 rw ▸ The long-term macroeconomic effects of the COVID-19 pandemic and any future pandemic or epidemic could adversely impact our business, including our clinical studies and financial condition.· ● ● 2 rw ▸ We are subject to economic sanctions, export control, anti-bribery, anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, and violations of these laws could result in substantial penalties and prosecution.· ● ● 2 rw ▸ We incur significant increased expenses and administrative burdens as a public company, which could negatively impact our business, financial condition and results of operations.· ● ● 2 rw ▸ We must successfully maintain and upgrade our information technology systems, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.· ● ● 2 rw ▸ We source certain products from foreign suppliers, making us vulnerable to supply problems or price fluctuations caused by trade conflicts and other geopolitical events.· ● ● 2 rw ▸ group Risks Related to Our Operations in Israel· ● · 1 ▸ We depend on attracting, retaining and developing key management, clinical, scientific, regulatory, quality, marketing and other expert personnel, and losing these personnel could impair the development and sales of our products or product candidates· ● · 1 ▸ We may become subject to claims for payment of compensation for assigned service inventions by Motus GI Technologies’ current or former employees, which could result in litigation and adversely affect our business.· ● · 1 ▸ Any of these events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved or certified, and could seriously harm our business.● · · 1 ▸ Becausewedonotanticipatepayinganycashdividendsintheforeseeablefuture,capitalappreciation,ifany, would be your sole source ofgain● · · 1 ▸ Changesinlawsorregulations,orafailuretocomplywithanylawsandregulations,mayadverselyaffectour business, investments and results ofoperations● · · 1 ▸ Failuresorperceivedfailuresinourclinicalstudieswilldelayandmaypreventourproductcandidatedevelopment and regulatory approval or certification process, damage our business prospects and negatively affect our reputation and competitiveposition● · · 1 ▸ If securities or industry analysts do not publish or cease publishing research or reports about us, our business, orourmarket,oriftheychangetheirrecommendationsregardingoursecuritiesadversely,thepriceandtrading volume of our securities coulddecline● · · 1 ▸ It may be more difficult to compare our performance to that of other public companies and our securities may belessattractivetoinvestorsifwetakeadvantageofexemptionsfromdisclosurerequirementsthatareavailable to an “emerging growthcompany”● · · 1 ▸ Ouroperatingresultsmayfluctuatesignificantly,whichmakesourfutureoperatingresultsdifficulttopredict andcouldcauseouroperatingresultstofallbelowexpectationsoranyguidance we mayprovide● · · 1 ▸ Patentscoveringourtechnologyorproductscouldbefoundinvalidorunenforceableifchallengedincourtor before administrative bodies in the United States orabroad● · · 1 ▸ Reductionorinterruptioninsupplyandaninabilitytodevelopalternativesourcesforsupplymayadversely affect our partners’ manufacturing operations and related productsales● · · 1 ▸ Stockholderlitigationandregulatoryinquiriesandinvestigationsareexpensiveandcouldharmourbusiness, financial condition and operating results and could divert managementattention● · · 1 ▸ The failure of our manufacturing partners and component suppliers to meet regulatory quality standards applicabletotheirmanufacturingprocessescouldhaveanadverseeffectonourbusiness,financialcondition and results ofoperations● · · 1 ▸ group The price of our securities may be volatile● ● · 2 ▸ Thecontinuingdevelopmentofmanyof ourproductsandproductcandidatesdependsuponourmaintaining strong working relationships withphysicians● · · 1 ▸ We depend on attracting, retaining and developing key management, clinical, scientific, regulatory, quality, marketingandotherexpertpersonnel,andlosingthesepersonnelcouldimpairthedevelopmentandsalesofour products or productcandidates● · · 1 ▸ We have a history of net losses, and we expect to continue to incur losses for the foreseeable future. If we ever achieve profitability, we may not be able to sustain it● ● · 2 ▸ Wearesubjectto economic sanctions, export control,anti-bribery,anti-corruptionandanti-moneylaunderinglaws,includingtheU.S.Foreign CorruptPracticesAct,andviolationsoftheselawscouldresultinsubstantialpenaltiesandprosecution● · · 1 ▸ Wesourcecertainproductsfromforeignsuppliers,makingusvulnerabletosupplyproblemsorpricefluctuations caused by trade conflicts and other geopoliticalevents● · · 1 ▸ Wewillincursignificantincreasedexpensesandadministrativeburdensasapubliccompany,whichcould negatively impact our business, financial condition and results ofoperations● · · 1 ▸ Actual or perceived failures to comply with U.S. and foreign privacy and data protection laws, regulations and standards may adversely affect our business, operations and financial performance.● ● ● 3 rw ▸ Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.● ● ● 3 rw ▸ Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay.● ● ● 3 rw ▸ Changes in tax laws could adversely affect the taxes we pay and, as a result, adversely affect our financial condition and results of operations.● ● ● 3 rw ▸ Economic conditions may adversely affect our business, financial condition and share price.● ● ● 3 rw ▸ Even if we obtain all necessary FDA approvals, our product candidates may not achieve or maintain market acceptance and may be subject to additional regulatory requirements post-approval.● ● ● 3 rw ▸ From time to time, we engage outside parties to perform services related to certain of our clinical studies and trials, and any failure of those parties to fulfill their obligations could cause costs and delays.● ● ● 3 rw ▸ Healthcare reform initiatives and other administrative and legislative proposals may adversely affect our business.● ● ● 3 rw ▸ If any of these events occur, our reputation could be harmed, we could be exposed to product liability claims and we could lose customers and experience reduced sales and increased costs.● ● ● 3 rw ▸ If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.● ● ● 3 rw ▸ If we cannot protect and control unpatented trade secrets, know-how and other proprietary technology, we may suffer competitive harm.● ● ● 3 rw ▸ If we do not achieve our projected development and commercialization goals, our business may be harmed.● ● ● 3 rw ▸ If we do not manage our growth or control costs related to growth, our results of operations will suffer.● ● ● 3 rw ▸ If we make acquisitions, we could incur significant costs and encounter difficulties that harm our business.● ● ● 3 rw ▸ Litigation and other legal proceedings may adversely affect our business.● ● ● 3 rw ▸ Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.● ● ● 3 rw ▸ Our relationships with physicians, patients and payors in the United States and elsewhere may be subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency, and other healthcare laws and regulations.● ● ● 3 rw ▸ Our warrants may not be exercised at all and we may not receive any cash proceeds from the exercise of the warrants.● ● ● 3 ▸ Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time.● ● ● 3 rw ▸ group Risks Related to Government Regulation and Our Industry● ● ● 3 ▸ group Risks Related to Our Business and Products● ● ● 3 ▸ group Risks Related to Our Intellectual Property● ● ● 3 ▸ group Risks Related to Our Reliance on Third Parties● ● ● 3 ▸ group Risks Related to Ownership of Our Common Stock● ● ● 3 ▸ The future sales, or the perception of future sales, of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of our common stock.● ● ● 3 rw ▸ The sizes of the markets for product candidates have not been established with precision and may be smaller than we estimate.● ● ● 3 rw ▸ Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.● ● ● 3 rw ▸ Virtue SAB is a drug/device combination, which may result in additional regulatory and other risks.● ● ● 3 rw ▸ We and our partners may be unable to sustain revenue growth.● ● ● 3 rw ▸ We currently have a limited operating history and limited sources of revenue and may never become profitable.● ● ● 3 rw ▸ We currently have product liability insurance for $6.0 million per occurrence with an annual aggregate maximum of $6.0 million.● ● ● 3 ▸ We may be involved in litigation or other proceedings relating to patent, trade secret and other intellectual property rights, which could cause substantial costs and liability.● ● ● 3 rw ▸ We may be unable to acquire patent term extension in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation.● ● ● 3 rw ▸ We may be unable to compete successfully with larger companies in our highly competitive industry.● ● ● 3 rw ▸ We may be unable to enforce our intellectual property rights throughout the world.● ● ● 3 rw ▸ We may expend our limited resources to pursue a particular product or indication and fail to capitalize on products or indications that may be more profitable or for which there is a greater likelihood of success.● ● ● 3 rw ▸ We may in the future bring certain cGMP product release testing, stability testing and cGMP pharmaceutical manufacturing capabilities in-house, and we may not be able to do so successfully or in compliance with FDA regulations.● ● ● 3 rw ▸ We may need to obtain intellectual property rights from third parties, and may not be successful in obtaining necessary rights to develop any future product through acquisitions and in-licenses.● ● ● 3 rw ▸ We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act, which could have a material adverse effect on our business.● ● ● 3 rw ▸ We may not effectively be able to protect or enforce our intellectual property, which could have a material adverse effect on our business, financial condition, results of operations and prospects.● ● ● 3 rw 
