NOTE 17 – RELATED PARTY TRANSACTIONS

As of March 31, 2026 and December 31, 2025, the Company owed $81 thousand to independent directors related to accrued compensation and $701 thousand to independent directors related to taxes collected on RSU shares delivered, respectively, which is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

Ondas Networks Convertible Notes

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

Along with the November 13, 2024 Networks Convertible Notes, Ondas Networks issued warrants to purchase $1 million in shares of Ondas Networks Preferred Stock at an exercise price of $20.65 per share (the “Networks Warrants”). The number of Networks Warrants exercisable under the Security Agreement is calculated by $1 million divided by the Conversion Price, which is the amount equal to the price per share of Ondas Networks’ most senior series of Preferred Stock issued to investors in Ondas Networks’ next equity financing date, or if none, then $41.3104. The Networks Warrants are exercisable commencing November 13, 2024 through November 13, 2029 and have a relative fair value of $371 thousand, which was recorded as debt discount.

As of December 31, 2025, the total outstanding principal on the C&P Networks Convertible Notes was $2.5 million. Accrued interest as of December 31, 2025, was $245 thousand and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. For the three months ended March 31, 2025, we recognized interest expense of $48 thousand and amortization expense of $104 thousand related to debt discount and issuance costs. Interest expense and amortization expense related to debt discount and issuance costs are included in interest expense in the condensed consolidated statements of operations.

On January 16, 2026, Ondas Networks consummated an additional equity financing round. Pursuant to the Securities Purchase Agreement, the C&P Warrants and the principal balance and accrued interest on the C&P Networks Convertible Notes were converted into shares of Ondas Networks Preferred Stock.

OAS Convertible Notes

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 a convertible note in OAS in the original principal amount of $1 million (the “Privet OAS Convertible Note”). As of December 31, 2025, the total outstanding principal on the Privet OAS Convertible Note was $1 million, net of unamortized issuance costs of $7 thousand. Accrued interest as of December 31, 2025 was $61 thousand, which is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. For the three months ended March 31, 2025, we recognized interest expense of $12 thousand and amortization expense of $2 thousand related to the issuance costs. Interest expense and amortization expense related to issuance costs are included in interest expense in the condensed consolidated statements of operations.

On January 5, 2026, in connection with the OAS Exchange, Privet Ventures LLC converted $1 million in principal and $61 thousand of accrued interest on the Privet OAS Convertible Note into OAS Common Stock under the original conversion terms of the OAS Convertible Notes, which was immediately exchanged for 1,153,625 shares of Common Stock, repaying the Privet OAS Convertible Note in full.

Ondas Networks Secured Note

On September 3, 2024, Ondas Networks entered into the C&P Security Agreement, in which Ondas Networks may draw, and C&P shall loan Ondas Networks, up to $1.5 million. Pursuant to the C&P Security Agreement, Ondas Networks issued C&P the Ondas Networks Secured Note.

On September 3, 2024 and October 7, 2024, pursuant to the C&P Security Agreement, Ondas Networks issued C&P warrants to purchase $1 million and $500 thousand, respectively, in shares of Ondas Networks Preferred Stock at an exercise price of $20.65 per share (the “C&P Warrants”). The number of warrants exercisable under the C&P Security Agreement is calculated by $1.5 million divided by the Conversion Price, which is the amount equal to the price per share of the most senior series of Ondas Networks Preferred Stock issued to investors in Ondas 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 $557 thousand, which was recorded as debt discount. Joseph Popolo, a former director of the Company, was the sole control person of C&P.

As of December 31, 2025, the total outstanding principal on the Ondas Networks Secured Note was $1.5 million. Accrued interest as of December 31, 2025 was $155 thousand, which is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. For the three months ended March 31, 2025, we recognized interest expense of $30 thousand and amortization expense of $227 thousand related to the debt discount and issuance costs. No principal or interest has been paid since the Ondas Networks Secured Note was issued.

Effective January 16, 2026, the Company determined that it no longer held a controlling financial interest in Ondas Networks and no longer includes the assets, liabilities, and results of operations of Ondas Networks in the condensed consolidated financial statements subsequent to that date. Refer to Note 1 - Deconsolidation of subsidiary for additional information.

Networks Note

On January 16, 2026, upon the deconsolidation of Ondas Networks, the Company recorded the Networks Note, a note receivable from Ondas Networks. The face value of the Networks Note is $10 million, and bears interest at 8% and matures in December 2027. As of January 16, 2026, the fair value of the Networks Note was $8.8 million. During the period from deconsolidation through March 31, 2026, the Company recognized $0.1 million of interest income, which is included in interest income in the condensed consolidated statements of operations. No principal or interest has been paid since the Networks Note was issued. Refer to Note 1 – Other Assets for additional information.