Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. For a more detailed description of the risks and uncertainties affecting us, reference is made to our annual report on Form 20-F for the fiscal year ended December 31, 2023, which we filed with the Securities and Exchange Commission, or the SEC, on April 30, 2024, or the Annual Report, and the other risk factors discussed from time to time by us in reports filed or furnished to the SEC.

Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report of Foreign Private Issuer on Form 6-K.

Unless otherwise indicated, all references to “we,” “us,” “our,” the “Company” and “Silynxcom” refer to Silynxcom Ltd. Our reporting and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this Report of Foreign Private Issuer on Form 6-K to “NIS” are to New Israeli Shekels and references to “dollars” or “$” are to U.S. dollars. We prepare and report our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

Overview

We develop, manufacture, market, and sell ruggedized tactical communication headset devices as well as other communication accessories, all of which have been field-tested and combat-proven. Our in-ear headset devices, or In-Ear Headsets, are used in combat, the battlefield, riot control, demonstrations, weapons training courses, and on the factory floor. Our In-Ear Headsets seamlessly integrate with third party manufacturers of professional-grade ruggedized radios that are used by soldiers in combat or by police officers in leading military and law enforcements units. Our In-Ear Headsets also fit tightly into the protective gear to enable users to speak and hear clearly and precisely while they are protected from the hazardous sounds of combat, riots or dangerous situations. The sleek, lightweight, In-Ear Headsets include active sound protection to eliminate unsafe sounds, while maintaining ambient environmental awareness, giving our customers 360° situational awareness. We work closely with our customers and seek to improve the functionality and quality of our products based on actual feedback from soldiers and police officers “in the field.” We sell our In-Ear Headsets and communication accessories directly to military forces, police and other law enforcement units. We also deal with specialized networks of local distributors in each locale in which they operate and have developed key strategic partnerships with radio equipment manufacturers.

Components of our Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2024, included elsewhere in this Report of Foreign Private Issuer on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

Revenues

Our revenues are generated through the sale of our products.  

Cost of Revenues

Our cost of revenues consists primarily of costs related to our direct and indirect sales, including the cost of components. Cost of revenues are primarily driven by the orders customers place for our products and as revenue for our products grows, we expect a corresponding increase in our cost of revenues.

Operating Expenses

Our current operating expenses consist of three components — research and development expenses, selling and marketing expenses and general and administrative expenses.

Research and Development Expenses

Our research and development expenses consist primarily of salaries and related personnel expenses, subcontractor’s expenses and other related research and development expenses.

Selling and Marketing

Our selling and marketing expenses consist primarily of consultants and personnel salaries and other marketing and sales expenses

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses, professional services fees for accounting, legal and bookkeeping, facilities, travel expenses and other general and administrative expenses.

Finance income (expense), net

Finance expenses consist primarily of foreign currency exchange rate differences between the U.S. dollar and new Israeli shekel.

Comparison of the Six Months Ended June 30, 2024 and June 30, 2023

Results of Operations

The following table sets forth our results of operations for the periods presented.

Revenues

The following table summarizes our revenues by type for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

Set forth below is a table presenting breakdown of our revenues by our two product groups in the six-month periods ended June 30, 2024, and 2023:

Set forth below is information about our revenues from sale of our products by geography in the six-month periods ended June 30, 2024 and 2023:

Our revenues for the six months ended June 30, 2024 amounted to $5,356 representing an increase of 73%, compared to $3,096 thousand for the six months ended June 30, 2023. The increase is attributable to an increase in sales of our SST Headset systems, which was partially offset by a decrease in sales of our In-Ear Headset systems.

Cost of Revenues and Gross Profit

Our cost of revenues for the six months ended June 30, 2024 increased by 42.34% to $2,706 thousand, compared to $1,901 thousand for the six months ended June 30, 2023. The increase in gross profit is due to an increase in sales. Our gross profit for the six months ended June 30, 2024 increased by 121% to $2,650 thousand, compared to $1,195 thousand for the six months ended June 30, 2023. The increase in gross profit is primarily attributable to an increase in sales and a decrease in share-based compensation expenses.

Research and development expenses 

Research and development, or R&D, expenses decreased by 54.48% to $259 thousand during the six months ended June 30, 2024 compared with $569 thousand for the six months ended June 30, 2023. The decrease is primarily due to a decrease in share-based compensation expenses.

Selling and marketing expenses

Selling and marketing expenses for the six months ended June 30, 2024 decreased by 64.8% to $699 thousand, compared to $1,989 thousand for the six months ended June 30, 2023. The decrease in selling and marketing expenses is due to a decrease in share-based compensation expenses.

General and administrative expenses

General and administrative expenses increased by 47.69% to $1,425 thousand for the six months ended June 30, 2024, compared to $965 thousand for the six months ended June 30, 2023. The increase is mainly due to consulting, investor relations, and insurance expenses.

Operating profit (loss)

Based on the foregoing, our operating profit was $267 thousand for the six months ended June 30, 2024, compared to an operating loss of from $2,328 thousand for the six months ended June 30, 2023. 

Finance expenses

Finance expenses for the six months ended June 30, 2024 were $232 thousand compared to finance expenses of $35 thousand for the six months ended June 30, 2023. The increase in finance expenses is primarily due to the fluctuation in foreign exchange rates, particularly the US dollar appreciating against the new Israeli shekel.

Finance income

Finance income, for the six months ended June 30, 2024 was $148 thousand compared to finance income of $37 thousand for the six months ended June 30, 2023. The increase in finance income is primarily due to the revaluation of marketable securities.

Net loss

Net loss for the six months ended June 30, 2024 decreased to $696 thousand by 70.1%, compared with a net loss of $2,326 thousand for the six months ended June 30, 2023. The decrease is attributable to NYSE American listing expenses and share-based compensation expenses.

Liquidity and Capital Resources

Overview

Since our inception through June 30, 2024, we have funded our operations primarily from cash generated from our operating activities and the issuance of ordinary securities. As of June 30, 2024, we had $668 thousand in cash and cash equivalents, compared with $568 thousand as of December 31, 2023.

The table below presents our cash flows for the periods indicated.

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2024 was $640 thousand. This net cash used in operating activities primarily reflects a decrease in other accounts payable and the result of NYSE American listing expenses and share-based compensation expenses.

The net decrease in changes in operating assets and liabilities for the six months ended June 30, 2024, is attributable mainly to a decrease in trade receivables. This net decrease was partially offset by a decrease in trade payables and other accounts payable.

Net cash provided by operating activities for the six months ended June 30, 2023 was $403 thousand. This net cash provided by operating activities primarily reflects share-based compensation expenses adjustments.

The decrease in changes in operating assets and liabilities for the six months ended June 30, 2023, is attributable to a decrease in trade payables and a decrease in other accounts payable. This net decrease was partially offset by a decrease in trade receivables.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2024 was $3,063 thousand. This net cash used for investing activities is primarily attributable to investing in marketable securities.

Net cash used in investing activities for the six months ended June 30, 2023 was $15 thousand. This net cash used in investing activities is primarily attributable to the purchase of property and equipment and an increase in long-term bank deposits.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2024 was $3,805 thousand, compared to net cash used in financial activities $101 thousand during the six months ended June 30, 2023.

The increase in changes in financing activities for the six months ended June 30, 2024 is attributable to the issuance of 1,250,000 Ordinary Shares in our initial public offering on NYSE American, which closed on January 17, 2024. This increase was partially offset by a repayment of warrants to Bank Mizrahi and certain former and current shareholders pursuant to certain investor agreements.

Current Outlook

We have financed our operations to date primarily from cash generated from our operating activities and the issuance of securities.

As of June 30, 2024, our cash and cash equivalents were $668 thousand and we had positive working capital of $6,562 thousand. We believe that our current cash and cash equivalents position is sufficient to fund our working capital requirements and planned operations for at least the next 12 months beyond the filing date of this Report of Foreign Private Issuer on Form 6-K.

However, our operating plans may change as a result of many factors that may currently be unknown to us and we may need to seek additional funds. Our future capital requirements will depend on many factors, including:

Critical Accounting Estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in “Critical Accounting Estimates” under “Operating and Financial Review and Prospects” section in our Annual Report, as well as our unaudited interim condensed consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2024, included elsewhere in this Report of Foreign Private Issuer on Form 6-K.

We prepare our financial statements in accordance with IFRS as issued by the IASB. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.

Exhibit 99.3

Silynxcom Announces Results for First Half of 2024; Significant Revenue Growth and Improvement in Gross Margin

NETANYA, Israel, Oct. 02, 2024 (GLOBE NEWSWIRE) -- Silynxcom Ltd. (NYSE American: SYNX) (“Silynxcom” or the “Company”), a manufacturer and developer of ruggedized tactical communication headset devices as well as other communication accessories, reported its consolidated financial results as of and for the six months ended June 30, 2024.

Key Financial Highlights for the First Half of 2024:

“The first half of 2024 was a period of business expansion, growth and strategic investment for Silynxcom, as highlighted by our public listing on the NYSE American following a successful IPO in January 2024,” said Nir Klein, Chief Executive Officer of Silynxcom. “Our revenue increased during the first half of 2024 and we became cashflow positive, which we believe underscores our successful market expansion and enhanced financial stability.”

“In 2023, we laid the foundation for new and advanced products and increased compatibility for leading systems in our target markets. In addition, we forged new relationships with key players in the global defense and law enforcement sectors, which have already led to purchase orders in 2024,” added Mr. Klein.

Recent Corporate Highlights:

Use of Non-IFRS Financial Results

In addition to disclosing financial results calculated in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, this press release contains certain financial measures that are not prepared under IFRS. These measures may be different from non-IFRS financial measures used by other companies. The Company defines non-IFRS operating profit (loss) as operating profit (loss) excluding the effect of share-based compensation expenses. The Company defines non-IFRS net income as net income (loss) excluding the effect of share-based compensation expenses and listing expenses. The Company’s management believes the non-IFRS financial information provided in this press release is useful to investors’ understanding and assessment of the Company’s ongoing operations because it provides management and investors with measurements of the Company’s operations and profitability excluding the impact of share-based compensation, an item that the Company does not consider to be indicative of its core operating performance, and listing expenses that are non-recurring and expensed in connection with the Company’s IPO. Management also uses both IFRS and non-IFRS information in evaluating and operating business internally and as such deemed it important to provide all this information to investors. The non-IFRS financial measures disclosed by the Company should not be considered in isolation or as a substitute for, or superior to, financial measures calculated in accordance with IFRS and the financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated. Reconciliations between IFRS measures and non-IFRS measures are provided in Appendix A to this press release.

About Silynxcom Ltd.

For over a decade, the Company been developing, manufacturing, marketing, and selling ruggedized tactical communication headset devices as well as other communication accessories, all of which have been field-tested and combat-proven. The Company’s in-ear headset devices, or In-Ear Headsets, are used in combat, the battlefield, riot control, demonstrations and weapons training courses. The In-Ear Headsets seamlessly integrate with third party manufacturers of professional-grade ruggedized radios that are used by soldiers in combat or by police officers. The Company’s In-Ear Headsets also fit tightly into the protective gear to enable users to speak and hear clearly and precisely while they are protected from the hazardous sounds of combat, riots or dangerous situations. The sleek, lightweight, In-Ear Headsets include active sound protection to eliminate unsafe sounds, while maintaining ambient environmental awareness, giving their customers 360° situational awareness. The Company works closely with its customers and seek to improve the functionality and quality of the Company’s products based on actual feedback from soldiers and police officers “in the field.” The Company’s headset devices are compatible and easily integrate with various communication equipment devices currently being used by tens of thousands of military and law enforcement personnel in leading military and law enforcement units around the globe. The Company sells its In-Ear Headsets and communication accessories directly to military forces, police and other law enforcement units around the world. The Company also deals with specialized networks of local distributors in each locale in which it operates and has developed key strategic partnerships with radio equipment manufacturers.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws and are subject to substantial risks and uncertainties. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. For example, the Company uses forward-looking statements when it discusses its belief that its revenue increase and cashflow positive status underscores the Company’s successful market expansion and enhanced financial stability. Forward-looking statements are based on Silynxcom’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report for the year ended December 31, 2023, filed with the SEC on April 30, 2024. Forward-looking statements contained in this announcement are made as of the date of this press release and Silynxcom undertakes no duty to update such information except as required under applicable law.

Investor Relations Contact:

Silynxcom Ltd.

ir@silynxcom.com

Silynxcom Ltd.

Consolidated Statements of Financial Position

U.S dollars in thousands

Silynxcom Ltd.

Consolidated Statements of Comprehensive Loss

U.S dollars in thousands

Silynxcom Ltd.

Consolidated Statements of Cash Flows

U.S dollars in thousands

Appendix A

RECONCILIATION OF IFRS TO NON-IFRS MEASURES

(Unaudited) U.S. dollars in thousands

6