NOTE 15 – SUBSEQUENT EVENTS 

Management has evaluated subsequent events as of November 12, 2024, the date the unaudited Condensed Consolidated Financial Statements were issued according to the requirements of ASC topic 855.

Subsequent to September 30, 2024, the Company issued 1,995,248 shares as a result of Installment Conversions on the 2022 Convertible Exchange Notes.

Subsequent to September 30, 2024, Networks drew the remaining $50,000 available under the Networks Secured Note. (See Note 8 – Notes Payable for further details).

On November 9, 2024, we entered into an agreement with Klear Inc., which provides for financing of accounts receivable, and we have financed approximately $500,000 so far at Ondas Networks.

Additional Government Grant

On November 7, 2024, Airobotics was awarded additional grant proceeds of approximately $1,000,000 from the IIA to support further enhancements of the Iron Drone Raider™, receivable over the next twelve months.

Additional Warrants to Purchase Preferred Stock of Networks

On October 7, 2024, in connection with the Networks Secured Note, pursuant to the Agreement, Networks issued C&P a warrant to purchase $500,000 in shares of preferred stock of Networks, $0.00001 par value per share, at an exercise price of $20.65 per share. The number of warrants exercisable under the Agreement is calculated by $500,000 divided by the Conversion Price, which is the amount equal to the price per share of Networks’ most senior series of Preferred Stock issued to investors in Networks’ next equity financing date, or if none, then $41.3104. The warrants are exercisable commencing October 7, 2024 through October 7, 2029. The Company engaged a third-party service provider to carry out an appraisal of the warrants, who ran a Black-Scholes Model to determine the fair value of the warrants as of October 7, 2024, which was $294,950. The fair value of the warrants will be recorded as debt discount. (See Note 8 – Notes Payable for further details).

OAS Convertible Notes

On October 10, 2024, OAS entered into a Securities Purchase Agreement (the “OAS SPA”), for an aggregate investment of $3,500,000 in OAS. The OAS SPA was entered into by and among OAS and a private investor group, including (i) Privet Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the Company and OAS, and (ii) C&P, an entity affiliated with Joseph Popolo, a director of the Company, for the sale of convertible promissory notes in the aggregate amount of $3,500,000 (the “OAS Notes”). The OAS Notes will (i) bear an interest rate of 5% per annum, (ii) have a maturity date of September 30, 2025, and (iii) be convertible into equity securities of OAS upon the closing of the next equity financing, if it occurs prior to the maturity date.