| Schedule of Consideration |
The following table summarizes
the consideration paid for Airobotics and the preliminary allocation of the purchase consideration to the estimated fair value of the
assets acquired and liabilities assumed at the acquisition date.
| Purchase price consideration |
|
|
|
| Common Stock – 2,844,291 Shares |
|
$ |
5,261,938 |
|
| Vested Stock Options – 605,349 Shares |
|
|
700,690 |
|
| Warrants – 586,440 Warrants to purchase shares |
|
|
- |
|
| Total purchase price consideration |
|
$ |
5,962,628 |
|
| |
|
|
|
|
| Estimated fair value of assets acquired: |
|
|
|
|
| Cash and cash equivalents and restricted cash |
|
$ |
1,049,454 |
|
| Accounts receivable |
|
|
112,245 |
|
| Inventory |
|
|
1,494,707 |
|
| Other current assets |
|
|
835,664 |
|
| Property and equipment |
|
|
3,015,602 |
|
| Right of use asset |
|
|
339,104 |
|
| Intangible assets |
|
|
6,057,926 |
|
| Other long-term assets |
|
|
62,851 |
|
| Total estimated fair value of assets acquired |
|
|
12,967,553 |
|
| |
|
|
|
|
| Estimated fair value of liabilities assumed: |
|
|
|
|
| Accounts payable |
|
|
969,242 |
|
| Customer Prepayments |
|
|
1,602,535 |
|
| Government grant liability |
|
|
1,783,403 |
|
| Other loans |
|
|
1,140,301 |
|
| Other payables |
|
|
1,156,057 |
|
| Lease liabilities |
|
|
385,450 |
|
| Loan from related party |
|
|
2,032,875 |
|
| Total estimated fair value of liabilities assumed |
|
|
9,069,863 |
|
| |
|
|
|
|
| Net Assets Acquired |
|
$ |
3,897,690 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
2,064,938 |
|
|
| Schedule of Operating Results |
The pro forma results do not purport to represent what the Company’s results of operations actually would have been if
the transactions had occurred on January 1, 2022 or what the Company’s operating results will be in future periods.
| |
|
(Unaudited) |
|
| |
|
Three months ended
September 30,
2022 |
|
|
Nine months ended
September 30,
2023 |
|
|
Nine months ended
September 30,
2022 |
|
| Revenue, net |
|
$ |
736,656 |
|
|
$ |
10,762,181 |
|
|
$ |
2,294,821 |
|
| Net loss |
|
$ |
(16,819,177 |
) |
|
$ |
(31,133,911 |
) |
|
$ |
(43,372,673 |
) |
Net Loss Per Share – basic and diluted |
|
$ |
(0.37 |
) |
|
$ |
(0.61 |
) |
|
$ |
(0.97 |
) |
|
| Schedule of Carrying Amount of Goodwill |
The changes in the carrying amount
of goodwill for the nine months ended September 30, 2023 and year ended December 31, 2022, are as follows:
| |
|
Ondas
Autonomous
Systems |
|
| Balance as of January 1, 2022 |
|
$ |
45,026,583 |
|
| Impairment loss |
|
|
(19,419,600 |
) |
| Balance as of December 31, 2022 |
|
|
25,606,983 |
|
| Goodwill acquired |
|
|
2,064,938 |
|
| Balance as of September 30, 2023 |
|
$ |
27,671,921 |
|
|