Schedule of Consideration |
The
following table summarizes the consideration paid for Airobotics and the preliminary allocation of the purchase consideration to the
estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
Purchase price consideration |
|
|
|
Common Stock – 2,844,291 Shares |
|
$ |
5,261,938 |
|
Vested Stock Options – 773,244 Shares |
|
|
700,690 |
|
Warrants – 586,440 Warrants to purchase shares |
|
|
- |
|
Total
purchase price consideration |
|
$ |
5,962,628 |
|
|
|
|
|
|
Estimated
fair value of assets acquired: |
|
|
|
|
Cash
and cash equivalents and restricted cash |
|
$ |
1,049,454 |
|
Accounts
receivable |
|
|
112,245 |
|
Inventory |
|
|
1,494,707 |
|
Other
current assets |
|
|
835,664 |
|
Property
and equipment |
|
|
3,015,602 |
|
Right
of use asset |
|
|
339,104 |
|
Intangible
assets |
|
|
5,977,926 |
|
Other
long-term assets |
|
|
62,851 |
|
Total
estimated fair value of assets acquired |
|
|
12,887,553 |
|
|
|
|
|
|
Estimated
fair value of liabilities assumed: |
|
|
|
|
Accounts
payable |
|
|
969,242 |
|
Customer
Prepayments |
|
|
1,602,535 |
|
Government
grant liability |
|
|
1,783,403 |
|
Other
loans |
|
|
1,140,301 |
|
Other
payables |
|
|
1,156,057 |
|
Lease
liabilities |
|
|
385,450 |
|
Loan
from related party |
|
|
2,032,875 |
|
Total
estimated fair value of liabilities assumed |
|
|
9,069,863 |
|
|
|
|
|
|
Net
Assets Acquired |
|
$ |
3,817,690 |
|
|
|
|
|
|
Goodwill |
|
$ |
2,144,938 |
|
|
Schedule of Operating Results |
The pro forma results do not purport to represent what the Company’s results of operations actually would have
been if the transactions had occurred on January 1, 2022 or what the Company’s operating results will be in future periods.
|
|
(Unaudited) Years
Ended December 31,
|
|
|
|
2023 |
|
|
2022 |
|
Revenue, net |
|
$ |
15,723,466 |
|
|
$ |
2,874,232 |
|
Net loss |
|
$ |
(45,195,015 |
) |
|
$ |
(85,966,141 |
) |
Net Loss Per Share – basic and diluted |
|
$ |
(0.86 |
) |
|
$ |
(1.90 |
) |
|
Schedule of Carrying Amount of Goodwill |
The changes
in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows:
|
|
Ondas
Autonomous
Systems |
|
Balance as of January 1, 2022 |
|
$ |
45,026,583 |
|
Impairment
loss |
|
|
(19,419,600 |
) |
Balance as of December 31, 2022 |
|
|
25,606,983 |
|
Goodwill
acquired |
|
|
2,144,938 |
|
Balance as of December
31, 2023 |
|
$ |
27,751,921 |
|
|