NOTE 16 – SUBSEQUENT EVENTS

Management has evaluated subsequent events as of March 12, 2025, the date the Consolidated Financial Statements were available to be issued according to the requirements of ASC Topic 855.

Subsequent to December 31, 2024, the Company issued 11,397,029 shares as a result of Installment Conversions on the 2024 Additional Notes.

American Robotics Lease Agreement

On January 1, 2025, American Robotics entered into a 48-month operating lease agreement for office space in Sparks, Maryland through December 31, 2028, wherein base rent is $90,590 per year starting January 1, 2025, with an annual increase of 2% through December 31, 2028.

Appointment of Ron Stern as Director

On January 6, 2025, the Board of Directors of the Company appointed Ron Stern as a director of the Company, effective January 7, 2025.

On January 6, 2025, the Company entered into that certain Directorship Agreement, by and between the Company and Mr. Stern (the "Stern Agreement"). Pursuant to the Stern Agreement, Mr. Stern will be compensated a fixed cash retainer of $15,000 plus VAT, if applicable, per month during the period he will serve as a director. In addition, once the Company consummates the next Qualified Event and subject to certain conditions (as described in the Stern Agreement), the Company intends to appoint Mr. Stern as Vice Chairman of the Board and as a special strategic advisor of the Company. Mr. Stern will also be compensated with (i) a fixed cash retainer of $24,000 plus VAT, if applicable, per month during the period he will serve as the Vice Chairman of the Board; (ii) a $500,000 cash bonus plus VAT, if applicable, upon and subject to the consummation of a Qualified Event; (iii) a $250,000 bonus plus VAT, if applicable, for each additional Acquisition Transaction (as defined in the Stern Agreement) in which he took an active role; (iv) a one-time signing bonus of $100,000 plus VAT, if applicable, at the time of the Stern Agreement; and (v) a grant of options on January 7, 2025 to purchase 2,876,944 shares of common stock of the Company pursuant to the 2021 Stock Incentive Plan with an exercise price of $2.69. See Current Report on Form 8-K dated January 13, 2025 for further information.

Ondas Networks Secured Note – Maturity Date Extended

On February 28, 2025, Networks and C&P entered into an agreement to extend the maturity date to July 23, 2025.

Networks January 2025 Convertible Notes

On January 15, 2025, Networks entered into a Securities Purchase Agreement (the “January Networks SPA”), for an aggregate investment of approximately $2,931,000 in Networks. The January Networks SPA was entered into by and among Networks, the Company, and a private investor group, for the sale of convertible promissory notes in the aggregate amount of approximately $2,931,000 (the “Networks January 2025 Convertible Notes”), of which $2,000,000 is from the Company. The Networks January 2025 Convertible Notes will (i) bear an interest rate of 10% per annum, (ii) have a maturity date of September 30, 2025, (iii) be secured by all assets of Networks, provided however such secured obligation shall be subordinate to that certain secured note, dated September 3, 2024, by and between Networks and C&P, and (iv) at the option of C&P be convertible into equity securities of Networks upon the closing (a) a Corporate Transaction (as defined in the Note) or (b) a subsequent offering of securities of Networks. Pursuant to the January Networks SPA, Networks issued the Company and the private investor group warrants to purchase 70,947 shares of senior preferred stock, $0.00001 par value per share, at an exercise price of $20.65 per share and exercisable commencing on January 15, 2025 through January 15, 2030. See Current Report on Form 8-K dated January 16, 2025 for further information.