NOTE 17 – SUBSEQUENT EVENTS 

Management has evaluated subsequent events as of November 13, 2025, the date the unaudited Condensed Consolidated Financial Statements were issued according to the requirements of ASC topic 855.

SPO Transaction

On October 1, 2025, the Company completed the acquisition of Smart Precision Optics S.P.O LTD., a company organized under the laws of the State of Israel (“SPO”), pursuant to (i) the Share Purchase Agreement, dated August 20, 2025 (the “SPA”), by and among the Company, SPO, Shamir Investment Entrepreneurship ACS LTD., an agricultural cooperative society organized under the laws of the State of Israel (“Shamir”) and (ii) the Side Letter, dated August 20, 2025, by and among the Company, SPO and Shamir (the “Side Letter,” together with the SPA, the “Agreement”). In accordance with the terms of the Agreement, the Company acquired (i) 51% of the issued and outstanding share capital of SPO for an aggregate purchase amount of approximately $5,946,805 and (ii) 51% of the outstanding capital notes of SPO for an aggregate purchase amount of approximately $0.30 plus the Contingent Consideration, as defined below (the “Acquisition”).

Additionally, if SPO obtains or receives Qualified Grants (as defined in the Agreement) between the closing of the Acquisition and December 31, 2026, the Company shall be required to make payment to Shamir in an amount equal to 10% of the amount of any such Qualified Grants received by SPO, up to an aggregate amount of approximately $11,893,611 of Qualified Grants received (“Contingent Consideration”) (i.e. the maximum Contingent Consideration paid by the Company to Shamir shall be approximately $1,189,361. The Contingent Consideration shall be paid in cash, provided however, that the Company may choose, in its sole discretion, to pay the Contingent Consideration in shares of the Company’s Common Stock.

Subject to the terms of the SPO Agreement, Shamir has the right (the “First Put Option”) to cause the Company to purchase all (but not less than all) of the remaining issued and outstanding share capital of SPO held by Shamir, which acquisition shall be accompanied with sale for no additional consideration of any and all capital notes of SPO then held by Shamir (such shares and capital notes, jointly, the “Put Shares”), at a purchase price of approximately $220.69 per share. Shamir may exercise the First Put Option during the period commencing on October 15, 2025 and ending June 30, 2026.

Subject to the terms of the SPO Agreement, to the extent that the First Put Opinion was not exercised, Shamir has the right to appoint a third-party evaluator to determine SPO’s valuation and after receiving such valuation, Shamir may offer to the Company to purchase the Put Shares at such evaluated price (the “Second Put Option,” together with the First Put Option, the "SPO Options"). If the Company declines, the Company may make a counter-offer to purchase the Put Shares. If Shamir rejects the Company’s counter-offer, Shamir can initiate a “Forced Sale” process to sell 100% of SPO to a third party during a limited period of nine months. Alternatively, if no Forced Sale occurs, Shamir can request an updated evaluation for SPO and either sell to the Company pursuant to Company’s offer, or buy all of the Company’s securities in SPO at the updated valuation. Shamir may exercise the foregoing during the period commencing on the second anniversary of the closing of the SPO Acquisition and ending June 30, 2029. The consideration payable by the Company to Shamir upon the consummation of either the First Put Option or the Second Put Option shall be paid in cash, provided however, that the Company may choose, in its sole discretion, to pay Shamir in Common Stock.

Additionally, subject to the terms of the SPO Agreement, in the event that the Second Put Option is exhausted without being exercised, the Company shall have the right (the “Call Option”) to require Shamir to sell all (and not less than all) of the remaining issued and outstanding share capital of SPO held by Shamir in consideration for the amount reflecting SPO’s valuation on a cash free-debt free basis of approximately $59,468,058, which acquisition shall be accompanied with sale for no additional consideration of any and all capital notes of SPO then held by Shamir, payable in cash. The Company may exercise the Call Option during the period commencing on the end of the Second Put Option Period and ending 18 months later. All US Dollar amounts in this SPO Transaction section are as of August 26, 2025. For further information see the Company’s Current Report on Form 8-K, filed with the SEC on August 26, 2025.

4M Transaction

On October 29, 2025, the Company completed the acquisition of a controlling interest in 4M Defense Ltd., a company registered in the State of Israel (“4M”), pursuant to the Share Purchase Agreement, dated October 24, 2025 (the “4M Agreement”), by and among the Company, 4M, Chirokka Holding Ltd., a company registered in the State of Israel (“HoldCo”), Mr. Itzik Malka (“Itzik”), and Mr. Nir Cohen (“Nir”, and jointly with Itzik, the “Shareholders”). HoldCo held 100% of the share capital of 4M. In accordance with the terms of the 4M Agreement, the Company acquired 70% of the issued and outstanding share capital of HoldCo (“HoldCo Shares”), for a purchase price of (i) $2,400,000 in cash and (ii) 801,068 shares of Common Stock, in exchange for the HoldCo Shares (the “4M Acquisition”). Pursuant to the 4M Agreement, Itzik has agreed, subject to certain customary exceptions, not to sell, transfer or dispose of 480,641 shares of Common Stock for a period of twelve (12) months after the closing of the 4M Acquisition, at which time Itzik shall be permitted to sell, transfer or otherwise dispose of, on a calendar quarterly basis, up to twelve and one-half percent (12.5%) of such shares of Common Stock, until all such shares have been released from the lock-up restrictions. For further information see the Company’s Current Report on Form 8-K, filed with the SEC on October 29, 2025.

Sentry Transaction

On November 3, 2025, the Company entered into a Share Purchase Agreement (the “Sentry Agreement”), by and among the Company, Sentry CS Ltd, a company organized under the laws of the State of Israel (“Sentry”), Sentry’s shareholders, (the “Sentry Major Shareholders”), and Sagitta Holdco SARL, a private limited liability company organized under the laws of the Grand Duchy of Luxembourg. The Agreement provides that, upon the terms and subject to the conditions set forth in the Sentry Agreement, the Company will acquire 100% of the issued and outstanding share capital (“Sentry Shares”) of Sentry (the “Sentry Acquisition”). At the closing of the Sentry Acquisition, upon the terms and subject to the conditions set forth in the Sentry Agreement, the Company shall pay an aggregate amount of (i) $125,000,000 of which $117,500,000 shall be paid on the closing of the Sentry Acquisition, and the remaining $7,500,000, shall be paid so that an amount of $2,500,000 shall be paid on each of the (a) expiration of a 45-day period commencing at the closing of the Sentry Acquisition (the “Second Payment Date”), (b) expiration of a 60-day period commencing at the closing of the Sentry Acquisition (the “Third Payment Date”), and (c) expiration of a 120-day period commencing at the closing of the Sentry Acquisition (the “Fourth Payment Date”), and (ii) $100,000,000 of shares of Common Stock to be issued as follows: (a) $32,500,000 on the closing of the Sentry Acquisition, (ii) $22,500,000 on the Second Payment Date, (iii) $22,500,000 on the Third Payment Date, and (iv) $22,500,000 on the Fourth Payment Date (collectively, the “Sentry Stock Consideration”). The Company may choose, in its sole discretion, to pay any portion of the Sentry Stock Consideration in cash. The Sentry Acquisition is expected to close in November 2025. For further information see the Company’s Current Report on Form 8-K, filed with the SEC on November 4, 2025.

October 2025 Offering

On October 6, 2025, the Company entered into an underwriting agreement (the “October 2025 Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters (the “October Underwriters”), relating to the Company’s underwritten offering (the “October 2025 Offering”) of (i) 19,560,000 shares (the “October Shares”) of Common Stock, or (ii) in lieu of Common Stock, pre-funded warrants (the “October Pre-Funded Warrants,” together with the October Shares, the “October Common Stock Equivalents”) to purchase up to 17,400,000 shares of Common Stock (the “October Pre-Funded Warrant Shares”). The October Common Stock Equivalents were accompanied by warrants (the “October Common Warrants,” together with the October Pre-Funded Warrants, the “October Warrants”) to purchase a total of 73,920,000 shares of Common Stock (the “October Common Warrant Shares,” together with the October Pre-Funded Warrant Shares, the “October Warrant Shares”).

The October Shares and October Warrants were offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus that form part of the Form S-3ASR.

On October 7, 2025, the Company closed the October 2025 Offering and issued the October Shares and October Warrants. The offering price for (i) each October Share and accompanying October Common Warrant to purchase two (2) shares of Common Stock was $11.50 and (ii) each October Pre-Funded Warrant and accompanying October Common Warrant to purchase two (2) shares of Common Stock was $11.50 (with a nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date). The October Pre-Funded Warrants are immediately exercisable and will expire seven years from the date of issuance.

The October Common Warrants have an exercise price of $20.00 per share, are exercisable upon the Company’s receipt of stockholder approval to increase its authorized shares of Common Stock and will expire seven years from the date of issuance. The Company has not reserved shares of Common Stock underlying the October Common Warrants and does not expect to effect any exercise of the October Common Warrants unless and until the Company’s receipt of stockholder approval to increase its authorized shares of Common Stock. The October Common Warrants may be cash settled after January 31, 2026, if Common Stock is not then available to satisfy exercises.

The net proceeds to the Company from the October Offering were approximately $407.2 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company and excluding any proceeds that may be received from the exercise of the October Warrants. If the October Common Warrants are fully exercised on a cash basis, the Company has the potential to raise approximately $1.5 billion in additional gross proceeds. No assurance can be given that any of the October Common Warrants will be exercised. The Company intends to use the net proceeds of the October 2025 Offering for corporate development and strategic growth, including acquisitions, joint ventures and investments.