NOTE 9 – STOCKHOLDERS’ EQUITY

In December 2014, we issued 3,000,000 Company Shares to our former sole officer and director at a price of $0.0001 per share.

In June and July 2017, pursuant to a private placement, we sold 440,000 Company Shares at $0.05 per share. Subsequent to this private placement, on July 26, 2017 sole director of the Company approved a four (4) for one (1) forward split of our issued and outstanding Company Shares (the “4:1 Forward Split”). Simultaneous with the 4:1 Forward Split, our sole director surrender 8,000,000 Company Shares, returning them to our authorized but unissued shares. At July 26, 2017, we had 5,760,000 Company Shares outstanding.

On August 1, 2018, our sole director approved a 10 for one (1) forward split of our issued and outstanding Company Shares (the “10:1 Forward Split’), the effect of which increased the number of Company Shares issued and outstanding from 5,760,000 to 57,600,000.

In connection with the aforementioned Closing, we (i) amended and restated our articles of incorporation to increase our authorized capital to 360,000,000 shares, consisting of 350,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of “blank check” preferred stock, par value $0.0001 per share, (ii) issued an aggregate of 25,463,732 Company Shares for all of the then-outstanding Ondas Networks Shares, (iii) the former holders of the Ondas Networks Shares executed lock-up agreements (the “Lock-Up Agreements”), which provide for an initial 12-month lock-up period followed by a subsequent 12-month limited sale period, commencing with the date of Closing; and (iv) entered into a Common Stock Repurchase Agreement with an entity pursuant to which the entity sold an aggregate of 32,600,000 shares of Company Shares (the “Repurchase Shares”) to us at $0.0001 per share, for an aggregate consideration of $3,260. The Repurchase Shares were canceled and returned to our authorized but unissued shares. As of the Closing Date and September 30, 2018, we had 50,463,732 Company Shares issued and outstanding.

Equity Incentive Plan

In connection with the Closing, our board of directors approved, and our stockholders adopted, the 2018 Equity Incentive Plan (the “2018 Plan”) pursuant to which 10 million Company Shares have been reserved for issuance to employees, including officers, directors and consultants. No equity incentive instruments were outstanding at September 30, 2018.