Note 14 – Subsequent Events

CEO Warrant Award

On July 24, 2026, the Company entered into a warrant agreement with 8 Consulting LLC, on behalf of Dr. Allan Evans, the Company’s Chief Executive Officer, providing for the issuance of warrants to purchase up to 5,000,000 shares of the Company’s common stock at an exercise price of $25.00 per share, subject to shareholder approval. The warrant award was approved by the Company’s shareholders on October 5, 2026.

The warrants have a five-year contractual term and vest in five equal tranches of 1,000,000 warrants each upon achievement of specified stock-price thresholds of $25, $40, $60, $80, and $100 per share, respectively, based on the average closing price of the Company’s common stock over 20 consecutive trading days.

The Company is evaluating the accounting treatment of the award under ASC 718, Compensation-Stock Compensation, including the determination of the requisite service period. The grant-date fair value is expected to be determined using a Monte Carlo simulation model. The resulting stock-based compensation expense and recognition period will depend on the final assessment of the award’s substantive terms and applicable accounting guidance.

Acquisition of Upgrade Energy

On October 19, 2026, the Company completed its acquisition of Upgrade Energy, a manufacturer of battery products and related technologies for unmanned aircraft systems. The transaction purchase price is estimated at $52.0 million. At closing, the Company (i) issued Matthew Barnard, the former sole shareholder of Upgrade Energy, 1,792,012 shares of the Company’s common stock and (ii) paid him $1 million in cash. The common stock was valued at $13.9508 per share which was based on the preceding 5 day volume weighted average share price of the Company’s common stock prior to signing the definitive agreement. The Company estimated the common stock to be valued at approximately $25.0 million. This valuation for accounting purposes could be subject to change based on the Company’s common stock price at the time of closing. The Company agreed to pay Mr. Barnard up to an additional $26.0 million in cash based on the Company recognizing $10.0 million in revenue related to internally manufactured batteries during the first two years after the closing date. In connection with the closing, the Company entered into a two-year Employment Agreement to act as Chief Executive Officer at an annual base salary of $300,000 per year. The Company also entered into a Registration Rights Agreement with him agreeing to register the common stock it issued to him at the closing.

The Company is in the process of determining the acquisition-date fair values of the assets acquired and liabilities assumed, including inventory, property and equipment, identifiable intangible assets and other working capital balances.

As the acquisition occurred subsequent to September 30, 2026, the transaction has not been reflected in the Company’s condensed consolidated balance sheet as of that date. The purchase consideration and fair value information will be disclosed when the information becomes available.

Rotor Lab Contingent Consideration

In connection with the Company’s acquisition of Rotor Lab Pty. Ltd. on September 3, 2025, the purchase agreement provides for contingent consideration based on qualifying revenue generated from specified internally manufactured motor products during the twelve-month earnout period ending September 2, 2026.

Subsequent to September 30, 2026, the Company issued 137,260 shares of its common stock in settlement of the first earnout tranche, representing contingent consideration of $3.0 million.

The issuance represents settlement of contingent consideration associated with the prior acquisition.