NOTE 16 – RELATED PARTY TRANSACTIONS

As of September 30, 2025 and December 31, 2024, the Company owed $515,000 and $37,500 to independent directors, respectively, related to accrued compensation, which is included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

Networks Convertible Notes (See Note 10 – Notes Payable)

On July 8, 2024, July 23, 2024, and November 13, 2024 C&P elected to purchase Convertible Notes in Networks in the aggregate original principal amount of $700,000, $800,000, and $1,000,000, respectively, (the “C&P Networks Convertible Notes”). Joseph Popolo, a former director of the Company, is the sole control person of C&P.

Along with the November 13, 2024 Networks Convertible Notes, Networks issued C&P warrants to purchase $1,000,000 in shares of Networks Preferred Stock at an exercise price of $20.65 per share (the “C&P Warrants). The number of C&P warrants exercisable under the Networks SPA is calculated by $1,000,000 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 November 13, 2024 through November 13, 2029. The C&P Warrants have a relative fair value of $371,031, which was recorded as debt discount.

As of September 30, 2025, the total outstanding principal on the C&P Networks Convertible Notes was $2,444,561, net of unamortized debt discount of $52,422 and unamortized issuance costs of $3,017. As of December 31, 2024, the total outstanding principal on the C&P Networks Convertible Notes was $2,159,328, net of unamortized debt discount of $314,570 and unamortized issuance costs of $26,102. Accrued interest as of September 30, 2025 and December 31, 2024 was $197,205 and $54,356, respectively, and is included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. For the three months ended September 30, 2025, we recognized interest expense of $47,890 and amortization expense of $56,759 related to debt discount and issuance costs. For the nine months ended September 30, 2025, we recognized interest expense of $142,849 and amortization expense of $285,233 related to debt discount and issuance costs. For the three and nine months ended September 30, 2024, we recognized interest expense of $18,493 and amortization expense of $3,979 related to the issuance costs. Interest expense and amortization expense related to debt discount and issuance costs are included in Interest expense on the unaudited Condensed Consolidated Statements of Operations. No principal or interest has been paid since the C&P Networks Convertible Notes were issued.

OAS Convertible Notes (See Note 10 – Notes Payable)

In October and December 2024, C&P elected to purchase OAS Convertible Notes in the aggregate original principal amount of $2,000,000 (the “C&P OAS Convertible Notes”). Joseph Popolo, a former director of the Company, was the sole control person of C&P. On May 26, 2025, C&P assigned $30,000 of the C&P OAS Convertible Notes to a non-related party. As of September 30, 2025, the total outstanding principal on the C&P OAS Convertible Notes was $1,970,000. As of December 31, 2024, the total outstanding principal on the C&P OAS Convertible Notes was $1,985,624, net of unamortized issuance costs of $14,376. Accrued interest as of September 30, 2025 and December 31, 2024 was $85,167 and $12,808, respectively, and is included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. For the three months ended September 30, 2025, we recognized interest expense of $24,288 and amortization expense of $4,890 related to the issuance costs. For the nine months ended September 30, 2025, we recognized interest expense of $72,359 and amortization expense of $14,376 related to the issuance costs. Interest expense and amortization expense related to issuance costs are included in Interest expense on the unaudited Condensed Consolidated Statements of Operations. No principal or interest has been paid since the C&P OAS Convertible Notes were issued.

On October 10, 2024, Privet Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the Company and OAS, elected to purchase OAS Convertible Notes in the original principal amount of $1,000,000 (the “Privet OAS Convertible Note”). As of September 30, 2025, the total outstanding principal on the Privet OAS Convertible Note was $1,000,000. As of December 31, 2024, the total outstanding principal on the Privet OAS Convertible Note was $992,812, net of unamortized issuance costs of $7,188. Accrued interest as of September 30, 2025 and December 31, 2024 was $48,082 and $11,233, respectively, and is included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. For the three months ended September 30, 2025, we recognized interest expense of $12,328 and amortization expense of $2,482 related to the issuance costs. For the nine months ended September 30, 2025, we recognized interest expense of $36,849 and amortization expense of $7,188 related to the issuance costs. Interest expense and amortization expense related to issuance costs are included in Interest expense on the unaudited Condensed Consolidated Statements of Operations. No principal or interest has been paid since the Privet OAS Convertible Note was issued.

Networks Secured Note (See Note 10 – Notes Payable)

On September 3, 2024, Networks entered into the C&P Security Agreement, in which Networks may draw, and C&P shall loan Networks, up to $1,500,000. Pursuant to the C&P Security Agreement, Networks issued C&P the Networks Secured Note. As of December 31, 2024, Networks has drawn a total of $1,500,000 on the Networks Secured Note.

On September 3, 2024 and October 7, 2024, pursuant to the C&P Security Agreement, Networks issued C&P warrants to purchase $1,000,000 and $500,000, respectively, in shares of Networks Preferred Stock at an exercise price of $20.65 per share. The number of warrants exercisable under the C&P Security Agreement is calculated by $1,500,000 divided by the Conversion Price, which is the amount equal to the price per share of the most senior series of Networks Preferred Stock issued to investors in Networks’ next equity financing date, or if none, then $41.3104. The C&P Warrants are exercisable commencing September 3, 2024 through September 3, 2029 and October 7, 2024 through October 7, 2029, respectively. The C&P Warrants have a total relative fair value of $556,554, which was recorded as debt discount. Joseph Popolo, a former director of the Company, was the sole control person of C&P.

As of September 30, 2025, the total outstanding principal on the Networks Secured Note was $1,500,000. As of December 31, 2024, the total outstanding principal on the Networks Secured Note was $1,273,216, net of unamortized debt discount of $201,135 and unamortized issuance costs of $25,649. Accrued interest as of September 30, 2025 and December 31, 2024 was $125,545 and $37,107, respectively, and is included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. For the three months ended September 30, 2025, we recognized interest expense of $29,589 and amortization expense of $0 related to the debt discount and issuance costs. For the nine months ended September 30, 2025, we recognized interest expense of $88,438 and amortization expense of $226,784 related to the debt discount and issuance costs. For the three and nine months ended September 30, 2024, we recognized interest expense of $7,255 and amortization expense of $103,615 related to the debt discount and issuance costs. No principal or interest has been paid since the Networks Secured Note was issued.

Sale of Common Stock in Ondas Holdings and Warrants to Purchase Common Stock of OAS (See Note 11 – Stockholders’ Equity)

On February 26, 2024, the Company completed the 2024 Ondas Offering with respect to the sale of (i) an aggregate of 3,616,071 shares Common Stock and (ii) the OAS Warrants for gross proceeds of $4,050,000. See Note 11 – Stockholders’ Equity, Sale of Common Stock in Ondas Holdings and Warrants to Purchase Common Stock of OAS, for further details. In connection with the 2024 Ondas Offering, C&P paid $2,000,000 for 1,785,714 shares of Common Stock of the Company and OAS Warrants to purchase 1,785,714 shares of OAS common stock. Joseph Popolo, a former director of the Company, was the sole control person of C&P.

Networks Series A-1 Preferred Stock (See Note 12 – Redeemable Noncontrolling Interest)

On July 21, 2023 and August 11, 2023, Networks completed the 2023 Networks Offering. See Note 12 – Redeemable Noncontrolling Interest, Networks Series A-1 Preferred Stock, for further details.

C&P is the proxy for the members of the 2023 Initial Purchaser, and the manager of the 2023 Initial Purchaser must act in accordance with C&P’s direction with respect to exercise and voting of the issuer’s securities and derivative securities held by the 2023 Initial Purchaser. Joseph Popolo, a former director of the Company, was the sole control person of C&P.

Networks Series A-2 Preferred Stock (See Note 12 – Redeemable Noncontrolling Interest)

On February 26, 2024, Ondas Networks completed a private placement with certain purchasers with respect to the sale of (i) the Series A-2 Networks Preferred Stock and (ii) 2024 Holdings Warrants. See Note 12 – Redeemable Noncontrolling Interest, Networks Series A-2 Preferred Stock, for further details. In connection with the 2024 Networks Offering, C&P paid $250,000 for 6,051 shares of Series A-2 Networks Preferred Stock and 2024 Holdings Warrants to purchase 167,500 shares of Common Stock. Joseph Popolo, a former director of the Company, was the sole control person of C&P.