Exhibit 99.4

 

 

 

AMERICAN ROBOTICS, INC.
Financial Statements
June 30, 2021 and 2020

 

 

 

American Robotics, Inc.
Table of Contents

June 30, 2021 and 2020

 

 

Financial Statements  
   
Balance Sheets 2
   
Statements of Operations 3
   
Statements of Changes in Stockholders’ Deficit 4
   
Statements of Cash Flows 5
   
Notes to Financial Statements 6-14

 

 

 

American Robotics, Inc.
Balance Sheets

 

 

Assets

 

June 30,

2021

(Unaudited)

  

December 31,

2020

(Unaudited)

 
Current assets    
Cash and cash equivalents  $1,385,588   $1,056,290 
Accounts receivable   5,643    5,643 
Total current assets   1,391,231    1,061,933 
Property and equipment, net   152,609    69,683 
Security deposit   24,166    24,166 
Right-of-Use Asset   459,060    543,804 
Total assets  $2,027,066   $1,699,586 
Liabilities and Stockholders' Deficit          
           
Current liabilities           
Accounts payable  $145,618   $330,004 
Deferred revenue   77,500    77,500 
Accrued interest   262,823    172,574 
Current portion of operating lease liability   175,710    170,361 
Working Capital Loan   2,000,000    - 
Total current liabilities   2,661,651    750,439 
Long-term liabilities          
Operating lease liability, net of current portion   300,708    390,215 
Convertible notes   2,250,000    1,950,000 
Convertible notes, related party   525,000    525,000 
Total long-term liabilities   3,075,708    2,865,215 
Commitments & contingencies (Note 4)   -    - 
           
Stockholders' deficit          
Common stock, $0.0001 par value, 10,000,000 shares authorized, 2,155,965 and 1,962,632 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively   215    215 
Additional paid-in capital   7,477,030    7,444,426 
Subscription receivable   (2,541)   (2,541)
Accumulated deficit   (11,184,997)   (9,358,168)
Total stockholders' deficit   (3,710,293)   (1,916,068)
Total liabilities and stockholders' deficit  $2,027,066   $1,699,586 

 

The Notes to Financial Statements are an integral part of these statements.

 

2

 

 

American Robotics, Inc.
Statements of Operations

Periods Ending June 30, 2021 and 2020

 

 

   For the Three Months
Ended
   For the Six Months
Ended
 
  

June 30,

2021

(Unaudited)

  

June 30,

2020

(Unaudited)

  

June 30,

2021

(Unaudited)

  

June 30,

2020

(Unaudited)

 
Revenue  $-   $8,100   $50,000   $8,100 
Operating expenses                    
General and administrative expenses   864,428    500,558    1,481,877    1,084,078 
Research and development   378,257    311,986    523,371    431,571 
Selling and marketing   6,520    3,372    17,020    6,000 
    (1,249,205)   (815,916)   (2,022,268)   (1,521,649)
Loss from operations   (1,249,205)   (807,816)   (1,972,268)   (1,513,549)
Other income (expense)                    
Grant income        257,029    235,846    257,029 
Interest expense   (49,824)   (30,119)   (90,407)   (59,374)
Interest income   -    2    -    24 
    (49,824)   226,912    145,439    197,679 
Net loss  $(1,299,029)  $(580,904)  $(1,826,829)  $(1,315,870)

 

The Notes to Financial Statements are an integral part of these statements.

  

3

 

 

American Robotics, Inc.

Statements of Changes in Stockholders' Deficit

Periods Ending June 30, 2021 and 2020 (Unaudited)

 

 

    

Common Stock

    

Additional Paid-in

    

Accumulated

    

Subscription

    

Total Stockholders’

 
    

Shares

    

Amount

    

Capital

     

Deficit

    

Receivable

    

Deficit

 
Balance, January 1, 2020   1,962,632   $196   $5,775,116   $(6,910,516)  $(2,541)  $(1,137,745)
                               
Stock-based compensation   -    -    32,598    -    -    32,598 
Exercise of stock options   -    -    -    -    -    - 
Issuance of common stock   50,000    5    499,995    -    -    500,000 
Net loss   -    -    -    (1,315,870)   -    (1,315,870)
Balance, June 30, 2020   2,012,632    201    6,307,709    (8,226,386)   (2,541)   (1,921,017)
                               
Balance, December 31, 2020   2,155,965    215    7,444,426    (9,358,168)   (2,541)   (1,916,068)
                               
Stock-based compensation   -    -    17,089    -    -    17,089 
Net loss   -    -    -    (527,800)   -    (527,800)
Balance, March 31, 2021   2,155,965   $215   $7,461,515   $(9,885,968)   (2,541)  $(2,426,779)
                               
Stock-based compensation   -    -    15,515    -    -    15,515 
Net loss   -    -    -    (1,299,029)   -    (1,299,029)
Balance, June 30, 2021   2,155,965   $215   $7,477,030   $(11,184,997)  $(2,541)  $(3,710,293)

 

The Notes to Financial Statements are an integral part of these statements.

 

4

 

 

American Robotics, Inc.

Statements of Cash Flows

Periods Six Months Ended June 30, 2021 and 2020

 

 

    

For the Six Months Ended

 
    

June 30,

2021

    

June 30,

2020

 
Operating Activities   (Unaudited)    (Unaudited) 
Net loss  $(1,826,829)  $(1,315,870)
Adjustments to net loss:          
Depreciation expense   7,074    7,074 
Stock-based compensation   32,604    32,598 
Difference in ROU and lease liability change   589    3,265 
Changes in operating assets/liabilities:          
Accounts receivable, net   -    - 
Security deposits   -    - 
Accounts payable   (184,388)   113,444 
Accrued expenses and interest   90,248    59,374 
Deferred revenue   -    77,500 
Net cash used in operating activities   (1,880,702)   (1,022,615)

Investing Activities

      
Purchase of property and equipment   (90,000)   (6,770)
Net cash provided by investing activities   (90,000)   (6,770)
Financing Activities          
Proceeds from Working Capital Loan   2,000,000    - 
Proceeds from issuance of common stock   -    500,000 
Proceeds from issuance of convertible notes   300,000    300,000 
Net cash provided by financing activities   2,300,000    800,000 
Net change in cash and cash equivalents   329,298    (229,385)
Cash and Cash Equivalents          
Beginning of Period   1,056,290    854,364 
End of Period  $1,385,588   $624,979 
Supplemental Information:          
Interest Paid  $-   $- 
Income Taxes  $-   $- 

 

The Notes to the Financial Statements are an integral part of these statements

 

5

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

1.ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Nature of Business

 

American Robotics, Inc. (the “Company”) was incorporated on October 13, 2016 in Delaware, and is a developer of specialized drone technology. The Company manufactures an autonomous remote sensing drone solution consisting of a custom-designed drone and proprietary base station, the American Robotics Scout system, for use primarily in the agriculture industry. The Company was principally in the research and development phase and has commenced sales as it continues to build and enhance its product as it brings it to market.

 

Going Concern Uncertainty

 

The Company’s financial statements have been prepared assuming the Company will continue as a going concern. The Company has stockholders’ deficit of approximately $3.7 million as of June 30, 2021 and incurred a loss from operations of approximately $1.8 million and used approximately $0.3 million in cash for operating activities during the period ended June 30, 2021 raising substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in response to this are to start commercial drone sales as well as reducing costs as needed and working towards raising additional capital through issuance of common stock or other financing to obtain the necessary funding and sustain operations.

 

The Company’s ability to fund operations and capital expenditures in the future will be dependent on its ability to achieve its plan objectives. However, there can be no assurance that the Company will be able to achieve its strategic initiatives or obtain additional funding in the future. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies have been consistently applied in the preparation of the financial statements.

 

Basis of Presentation

 

The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Cash and Cash Equivalents

 

The Company considers cash equivalents to be only those investments which are highly liquid, readily convertible to cash, and have a maturity date of ninety days or less from the date of purchase. The Company considers balances held in money market accounts to be cash equivalents. The Company maintains its cash in bank deposit accounts which at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of certain assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include depreciation and stock-based compensation. Actual results could differ from those amounts.

 

6

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

Property and Equipment

 

Property and equipment are recorded at cost less accumulated depreciation. Maintenance and repairs are charged to expenses as incurred; major renewals and betterments are capitalized. Depreciation expense is computed on the straight-line method based on the assets’ estimated useful lives as follows:

 

 

Description

  Estimated
Life (Years)
Leasehold improvements  6-15
Furniture and fixtures  7
Computer equipment  5

 

Income Taxes

 

Income taxes are accounted for in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. The differences are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

 

The pronouncement dealing with uncertain tax positions clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition. The Company had no uncertain tax positions for the years ended December 31, 2020 and 2019, respectively. Further, there were no tax related interest or penalties included in the financial statements.

 

Revenue Recognition

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). This new standard replaces all previous accounting guidance on this topic and eliminates all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In doing so, companies need to use more judgment and make more estimates than under prior guidance. Judgments include identifying performance obligations in the contract, estimating the amount of consideration to include in the transaction price, and allocating the transaction price to each performance obligation.

 

7

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identify contracts with customers; (ii) identify performance obligations; (iii) determine the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606. The Company's performance obligations include deployment of its Scout aerial drone system to the customer and recurring subscription license to the Company’s ScoutBase and ScoutView drone support products.

 

The Company recognizes revenue upon deployment and delivery of its Scout aerial drone system as the customer then has access to the product. Upon delivery, the Company has an ongoing performance obligation to provide a subscription license to the customer during the life of the contract. Subscription license revenue is recognized ratably over the term of the applicable contract once the product has been delivered. The Company has begun delivery and performance on customer contracts in the second quarter of 2021.

 

Subscription Revenue

 

The Company leases the use of its Scout aerial drone system which includes access to its ScoutBase and ScoutView drone support products, pursuant to contractual obligations. The Company recognizes revenue ratably over the life of the contract as the services are transferred to the customer. Subscription revenue amounted to $0 and $0 for the periods ended June 30, 2021 and 2020, respectively.

 

Deferred Revenue

 

If a customer pays consideration before the Company transfers goods or services, the amount of consideration is presented as deferred revenue. The amount of deferred revenue will increase or decrease based upon the timing of invoices and collections and recognition of revenues. As of June 30, 2021 and December 31, 2020, deferred revenue amounted to $77,500.

 

General and Administrative

 

General and administrative expenses primarily include salaries and wages, professional services, travel, meals and entertainment, and rent expense.

 

Selling and Marketing

 

Selling and marketing expense is primarily made up of trade show fees, advertising costs, and promotional fees. The Company expenses advertising costs as incurred. For the periods ended June 30, 2021 and, December 31, 2020, advertising expense charged to operations totaled $17,020 and $6,000, respectively, and is included in selling and marketing expense in the statements of operations.

 

Research and Development

 

Costs incurred for research and product development are expensed as incurred. Research and development costs consist primarily of engineering services and parts and materials during the product development phase. The Company recognizes research and development expenses in the period in which it becomes obligated to incur such costs.

 

8

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

Stock-Based Compensation

 

Stock-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense, ratably over the vesting period of the award. In addition, the pronouncement dealing with stock-based compensation requires additional accounting related to the income tax effects and disclosures regarding the cash flow effects resulting from stock-based payment arrangements. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, volatility, dividend yield, and risk-free rates.

 

The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgement. As a result, if factors change and the Company uses different assumptions, its stock-based compensation could be materially different in the future.

 

Pending Accounting Pronouncement

 

There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on the Company’s financial position, operations, or cash flows. Management has evaluated these new pronouncements through August 27, 2021.

 

3.PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following as of June 30, 2021 and December 31, 2020:

 

  June 30,   December 31, 
  2021   2020 
         
Computer equipment  $20,347   $20,347 
Leasehold improvements   7,522    7,522 
Furniture and fixtures   165,898    75,898 
    193,767    103,767 
Accumulated depreciation   (41,158)   (34,084)
   $152,609   $69,683 

 

Depreciation expense charged to operations for the periods ended June 30, 2021 and 2020 amounted to $7,074 and $7,074, respectively.

 

4.COMMITMENTS

 

In March 2018, the Company entered into a 70-month lease for 62,621 square feet of office space for the Company’s corporate office in Marlborough, Massachusetts. Subsequently, in June 2018 this lease was amended to include an additional 10,450 square feet of office space. A right-of-use asset and operating lease liability has been recorded with the adoption of Topic 842, pertaining to this office lease. As this lease does not provide an implicit interest rate, the Company calculated a 3% interest rate based on the annual increase in rent to determine the lease liability. Operating lease expense is recognized on a straight-line basis over the lease term. Operating lease expense was $42,620 and $37,589 for the periods ended June 30, 2021 and 2020, respectively.

 

9

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

The future minimum lease payments relating to these commitments are as follows:

 

2021   $139,220 
2022    190,401 
2023    196,117 
2024    16,624 
    $542,362 

 

Rent expense for the periods ended June 30, 2021 and 2020 was $72,362 and $9,082, respectively.

 

The Company has entered into an agreement with an unrelated third party to assist in the development of its product. In connection with this agreement, the Company has agreed to pay $1,000,000 for the development assistance, of which $800,000 was incurred and paid in 2019, with the remaining $200,000 incurred and paid in 2020. Such amounts are included in research and development expenses on the statements of operations.

 

Additionally, the Company has agreed to make royalty installment payments to such party totaling $1,000,000 commencing upon the first sale of the product and continuing over a period of 3 1/2 years. The installment payments are to be made in 5 equal amounts of $200,000 at certain defined intervals as follows: date of the first sale, 6 months, 18 months, 30 months, 42 months. As of June 30, 2021, no sales of this product have occurred.

 

5.CONVERTIBLE NOTES

 

During June 30, 2021 and 2020, the Company issued convertible notes totaling $50,000 and $0, respectively, bearing interest at 6% per annum. As of June 30, 2021 and December 31, 2020, the convertible notes payable balance consisted of principal outstanding of $2,775,000 and $2,475,000 and accrued interest of $255,261 and $172,574, respectively. Unless converted, these notes will automatically mature and be fully payable, including accrued interest, on dates ranging from January 31,2023 to February 3, 2024.

 

In the event of a qualified financing, the outstanding principal and accrued interest will convert into Qualified Financing securities at a conversion price equal to 80% of the price per share of Qualified Financing Shares paid by other investors or in some cases the lesser of (i) the aforementioned conversion price or (ii) the price per share equal to the Target Valuation at the time of conversion as defined in the underlying agreement divided by the aggregate number of outstanding shares of the Company’s common stock immediately prior to the initial close of the Qualified Financing. Qualified Financing securities consist of shares of the same class and series of stock issued to other investors in the Qualified Financing. A Qualified Financing is defined as an issuance of shares with immediately available proceeds of not less than $5 million, of which not less than 50% is funded by a professional venture capital firm or strategic advisor.

 

In the event of a Significant Transaction as defined by the underlying agreements, all convertible notes shall be surrendered for shares of common stock of the Company for a conversion price per share equal to the Company’s Target Valuation at the time of conversion as defined in the underlying agreement divided by the aggregate number of outstanding shares of the Company’s common stock. A significant transaction is defined as the sale or disposition of all or substantially all of the Company’s property or business or a merger or consolidation with another entity, whereby the stockholders of the Company prior to the merger or consolidation do not retain a 50% or greater ownership interest.

 

10

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

If the notes are not converted into equity pursuant to a qualified financing or significant transaction defined above, the notes, at the option of the holder, may be converted into shares of common stock of the Company at maturity. The conversion price shall be equal to the Target Valuation at the time of conversion as defined in the underlying agreement divided by the aggregate number of outstanding shares of the Company’s common stock immediately prior to conversion.

 

Convertible notes, as disclosed above, issued to related parties totaled $50,000 and $-0- during the periods ended June 30, 2021 and 2020, respectively.

 

6.STOCKHOLDERS’ EQUITY

 

During the three months ended June 30, 2021 and 2020, no share issuance occurred.

 

7.STOCK-BASED COMPENSATION

 

The Company has a stock-based compensation plan (the “Plan”) for certain employees and officers.

 

Option terms are expected to be 7.5 years, and the vesting terms vary depending on the option holder. As of June 30, 2021, the maximum number of shares available for issuance to participants under the Plan was 250,000.

 

The fair value of each option is estimated on the date of grant using the Black-Scholes option valuation model based on the assumptions noted in the table below. The expected terms of options represent the period that the Company’s stock-based awards are expected to be outstanding.

 

The risk-free interest rate for periods related to the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility is based on volatilities noted by similar public companies. The expected dividend yield is zero, as the Company does not anticipate paying dividends in the near future.

 

Stock-based compensation expense recognized during the six months ended June 30, 2021 and 2020 was $32,604 and $32,598, respectively. As of June 30, 2021 and 2020, the total unrecognized stock-based compensation balance for unvested options was $174,926 and $243,134, respectively, which is expected to be recognized ratably through October 2025.

 

The following valuation assumptions were used to determine stock-based compensation for the three - month periods ended June 30, 2021 and 2020:

 

Expected term   7.5 
Volatility   96%
Risk-free interest rate   0.87%
Dividend yield   -0-%

 

11

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

The following table summarizes stock option activity for the three-month periods ended June 30, 2021 and 2020:

 

   Number of
Options
Outstanding
   Weighted
Average
Exercise Price
per Share
   Aggregate
Intrinsic
Value
 
Balance at December 31, 2019   172,349   $3.62   $- 
Options granted   -   $-   $- 
Options exercised   -   $-   $- 
Options cancelled or forfeited   (945)  $(3.56)  $- 
Options expired   -   $-   $- 
Balance at June 30, 2020   171,404   $3.66   $- 
Balance at December 31, 2020   174,803   $4.37   $- 
Options granted   -   $-   $- 
Options exercised   (13,000)  $(3.56)  $- 
Options forfeited   (17,500)  $(3.56)  $- 
Options expired   -   $-   $         - 
Balance at June 30, 2021   144,303   $6.04   $- 

 

8.INCOME TAXES

 

The Company’s estimated interim deferred income tax assets as of June 30, 2021 and 2020 are as follows:

 

  

June 30,

2021

  

June 30,

2020

 
Deferred tax assets        
Net operating loss carryforwards  $2,113,000   $743,000 
Temporary differences   -    - 
    2,113,000    743,000 
Valuation allowance   (2,113,000)   (743,000)
Total net deferred tax assets  $-   $- 

 

12

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

Deferred tax assets result primarily from unutilized net operating losses, stock- based compensation, and fixed assets. As of June 30, 2021, the Company has approximately $876,000 in federal net operating loss carryforwards available to offset future taxable income that will begin to expire in 2037 and approximately $9,187,000 in federal net operating loss carryforwards available to offset future taxable income that have an indefinite life. In addition, the company has approximately $9,008,000 in state loss carryforwards available to offset future income.

 

In assessing the realizability of the Company’s deferred tax assets, management considers whether or not it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management’s assessment is based upon the weight of available evidence, including cumulative losses since inception and expected future losses and as such, management does not believe it is more likely than not that the deferred tax assets will be realized. Accordingly, a full valuation allowance has been established and no deferred tax assets and related tax benefits have been recognized in the accompanying financial statements.

 

9.PAYMENT PROTECTION PROGRAM (“PPP”) AND ECONOMIC INJURY DISASTER LOAN (“EIDL”)

 

On April 21, 2020, the Company executed an unsecured promissory note (the “PPP loan”) for $247,029 through the PPP established under the Coronavirus Aid, Relief, and Economic Security Act, and administered by the United States Small Business Administration (“SBA”). The PPP loan is guaranteed by the SBA. The PPP loan may be forgiven, in whole or in part, if the Company was eligible for the PPP loan at the time of application, used the loan proceeds for eligible expenses within the defined 8 or 24-week period after the PPP loan was disbursed (“covered period”), and otherwise satisfied PPP requirements. The PPP loan was made through Silicon Valley Bank (the “Lender”), has a two-year term, bears interest at 1.00% per annum, and matures on April 21, 2022. If the PPP loan is not forgiven, monthly principal and interest payments are deferred until the end of the covered period.

 

The Company submitted the PPP loan forgiveness application on April 30, 2021 and the note was subsequently fully forgiven.

 

Similarly, on February 2, 2021, the Company executed a second promissory note under round two of the PPP program outlined in detail earlier. The second PPP loan was made through the same lender and has similar terms to the first-round note. The Company recognized $235,846 of grant income related to this note and applied for forgiveness on July 29th. The second note was similarly forgiven in full.

 

The Company also received an economic injury disaster loan (“EIDL” ) grant of $10,000 in May 2020. This grant is grouped as part of grant income on the statement of operations.

 

10.RISK AND UNCERTAINTIES

 

Management is currently evaluating the impact of the COVID-19 virus on its business operations. While it is reasonably possible that the virus could have a negative impact on the financial condition and results of operations, the specific impact is not readily determinable as of the date of these financial statements.

 

11.RELATED PARTY TRANSACTIONS

 

As of June 30, 2021 and December 31, 2020, $575,000 and $525,000, respectively, of convertible notes were issued to immediate family members of the Company’s CEO. These notes have the same terms as outlined in Note 5 to the financial statements.

 

13

 

 

American Robotics, Inc.

Notes to Financial Statements
June 30, 2021 and 2020

 

 

On April 22, 2021, the Company received a loan from Ondas Holdings Inc. in the aggregate amount of $2.0 million. The note carries interest at a rate of 2% per annum. The principal and any accrued and unpaid interest shall be due on April 22, 2022. As of and for three and six months ended June 30, 2021, the Company recorded $7,562 of interest payable and interest expense related to the note in the accompanying unaudited financials statements.

 

12.SUBSEQUENT EVENTS

 

The Company was acquired by Ondas Holdings Inc. on August 5, 2021.

 

The Company has evaluated subsequent events through August 27, 2021 date the financial statements were available to be issued and has determined that, with the exception of the matter noted above, there were no other events which occurred requiring disclosure in or adjustments to the financial statements.

 

 

14