Workforce and Employment - The company had a total of 30 employees in Fiscal 2024, up from 29.2 in Fiscal 2023, indicating a growth in workforce [225]. - The company may face challenges in retaining qualified directors and officers due to potential unavailability of adequate D&O insurance [227]. - The company’s executive compensation program is designed to attract and retain high-quality executives while linking compensation to corporate performance [263]. Financial Reporting and Compliance - The company is subject to the requirements of Sarbanes-Oxley (SOX), which necessitates a comprehensive evaluation of internal controls over financial reporting [232]. - Management assessed the effectiveness of internal controls over financial reporting as effective as of September 30, 2024 [383]. - The company is considered an Emerging Growth Company and is exempt from the audit requirements of Section 404(b) of SOX [384]. - There were no changes in internal controls over financial reporting that materially affected the company in Fiscal 2024 [384]. Insurance and Legal Risks - The company maintains D&O insurance, but there is no guarantee that coverage will be adequate in the event of litigation, which could adversely affect financial condition [227]. - The company has not reported any penalties or sanctions against its current directors or executive officers in the past ten years [223]. - The company has not obtained a legal opinion regarding its PFIC status, which may affect U.S. taxpayers holding Common Shares [233]. Stock Performance and Market Conditions - The company has experienced stock price volatility, which may be exacerbated by low trading volumes and market conditions [230]. - The company has experienced significant fluctuations in stock price, which may not correlate with its actual operating performance [231]. - The company received a notice from Nasdaq on May 16, 2024, indicating non-compliance with the Minimum Bid Requirement, which requires a closing bid price of at least USD $1.00 per share for 30 consecutive business days [243]. - The company was granted an additional 180-day period until May 12, 2025, to regain compliance with the Minimum Bid Requirement [243]. - Shareholder approval was not obtained for a proposed share consolidation ratio higher than 10-for-1, limiting the company's ability to address the Minimum Bid Requirement effectively [244]. Taxation and Regulatory Matters - The Company believes it was not a Passive Foreign Investment Company (PFIC) for its most recently completed tax year and expects the same for the current tax year [233]. - Proposed changes in U.S. tax laws, including the Inflation Reduction Act of 2022, may adversely affect the Company and holders of Common Shares [234]. - U.S. taxpayers should consult their tax advisors regarding the implications of PFIC rules on their investments in Common Shares [233]. Compensation and Equity Ownership - Total compensation for David Luxton, Executive Chairman, was $360,000 in fiscal year 2024, compared to $493,500 in 2023 [239]. - Sean Homuth, President & CEO, received total compensation of $352,769 in fiscal year 2024, up from $234,558 in 2023 [239]. - Harry Webster, Chief Operating Officer, earned total compensation of $278,962 in fiscal year 2024, compared to $23,077 in 2023 [239]. - The Company’s NEOs' compensation data indicates a significant increase in total compensation across various roles from 2023 to 2024 [239]. - As of December 23, 2024, the beneficial ownership of Common Shares by named executive officers and directors was 133,101 shares, representing 1.90% of the total outstanding shares [256]. - Total common shares beneficially owned by directors and executives amount to 147,224, which is 1.73% of outstanding shares [281]. Product Development and Contracts - The company has developed proprietary laser defense products to protect ground forces from portable laser attacks [268]. - The company’s core technology, TASCS, integrates a sensor package with a display for real-time situational awareness in military applications [267]. - The company announced a potential contract value exceeding $40 million for Phantom units with General Dynamics Land Systems if awarded [276]. - The company showcased new products at the SHOT SHOW 2023, including the PARA OPS products and ARWEN less-lethal launcher [277]. - The company announced a new scalable situational awareness solution, "Lightning," for public safety agencies, offered as a cloud-based SaaS product [280]. Financial Activities and Capital Raising - The company raised $940,255 through various financing methods in 2018 to fund working capital requirements [267]. - The company closed a U.S. IPO and Canadian Offering, raising aggregate gross proceeds of $14.1 million, selling 250,000 U.S. IPO Common Units at $41.30 each [277]. - The company completed a reverse stock split on October 23, 2024, at a ratio of 1-for-10, which may affect the liquidity of its Common Shares [264]. - The company announced a brokered private placement, raising approximately $5.6 million from the issuance of Common Shares [279].

Core Viewpoint - KWESST Micro Systems Inc. has confirmed that its management is unaware of any material changes in operations that would explain the recent increase in market activity [1] Company Overview - KWESST develops and commercializes next-generation tactical systems for military and security forces, focusing on digitization for real-time shared situational awareness and targeting information [2] - The company's offerings include countermeasures against threats such as electronic detection, lasers, and drones, which can operate independently or integrate with OEM products and battlefield management systems [2] - KWESST has introduced a proprietary non-lethal product line branded PARA OPSTM, applicable across various segments of the non-lethal market, including law enforcement [2] - The company is headquartered in Ottawa, Canada, with representative offices in London, UK, and Abu Dhabi, UAE [2]

Core Points - KWESST Micro Systems Inc. has received a notification from Nasdaq granting an additional 180 calendar days, until May 12, 2025, to regain compliance with the minimum bid price requirement of $1 per share [1][2][3] - The company was initially notified of its non-compliance on May 16, 2024, and had until November 12, 2024, to address the issue but failed to do so [2][4] - Nasdaq's decision is based on the company's compliance with other listing requirements, except for the bid price, and its intention to rectify the deficiency, potentially through a reverse share split [3][4] Company Overview - KWESST develops next-generation tactical systems for military and security forces, focusing on real-time situational awareness and targeting information [6] - The company's product portfolio includes countermeasures against electronic detection, lasers, and drones, and features a new non-lethal product line branded PARA OPSTM [6] - KWESST is headquartered in Ottawa, Canada, with offices in London, UK, and Abu Dhabi, UAE [6]

Ottawa, Ontario--(Newsfile Corp. - November 12, 2024) - KWESST Micro Systems Inc.  (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) (TSXV: KWE.WT.U) ("KWESST" or the "Company"), today announced the closing of a brokered private placement offering to an institutional accredited investor for aggregate gross proceeds of approximately CAD$3.4 million (approximately US$2.5 million) (the "Offering"). As a part of the Offering, the Company issued 4,145,200 pre-funded warrants to acquire one common share of the Company, ...

Ottawa, Ontario--(Newsfile Corp. - November 11, 2024) - KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) (TSXV: KWE.WT.U)("KWESST" or the "Company") today announces that it intends to issue a total of 119,047 common shares at a deemed price per common share of $0.84 per share (the "Shares"), representing a 20% discount on the closing price of the Shares on the TSX Venture Exchange (the "TSXV") on the last trading day prior to this news release, for settlement for reimbursement of busines ...

Ottawa, Ontario--(Newsfile Corp. - November 1, 2024) - KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) ("KWESST" or the "Company"), today announced the closing of its previously announced best efforts public offering of 3,889,000 common shares ("Common Shares") (or pre-funded warrants ("Pre-funded Warrants") in lieu thereof,) at a public offering price of US$0.90 per Common Share (or Pre-funded Warrant (inclusive of the Pre-Funded Warrant exercise price)), less the placement agent fees. ...

Ottawa, Ontario--(Newsfile Corp. - October 30, 2024) - KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) ("KWESST" or the "Company"), today announced the pricing of a best efforts public offering of 3,889,000 common shares (or pre-funded warrants ("Pre-funded Warrants") in lieu thereof) at a public offering price of US$0.90 per common share (inclusive of the Pre-Funded Warrant exercise price), for gross proceeds of approximately US$3,500,000, before deducting placement agent fees and offer ...

KWESST Announces Completion of Volume Production Ramp-Up for Arwen Cartridges Through Outsourcing with Ammunition Manufacturer to Meet Growing DemandOctober 23, 2024 5:05 PM EDT | Source: KWESST Micro Systems Inc.Company also establishes financing facility for its programmatic military contractsOttawa, Ontario--(Newsfile Corp. - October 23, 2024) - KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) ("KWESST" or the "Company") today announced it has completed its plan to ramp u ...

Ottawa, Ontario--(Newsfile Corp. - October 21, 2024) - KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) (TSXV: KWE.WT.U) ("KWESST" or the "Company") announces that, further to the Company's press release on October 10, 2024, the Company has received approval of the TSX Venture Exchange (the "TSX-V") for the consolidation of the Company's issued and outstanding common shares (each, a "Share") on the basis of ten (10) pre-consolidation Shares for each one (1) post-consolidation Share (the ...

Ottawa, Ontario--(Newsfile Corp. - October 10, 2024) - KWESST Micro Systems Inc. (NASDAQ: KWE) (NASDAQ: KWESW) (TSXV: KWE) ("KWESST" or the "Company") announces that its board of directors (the "Board") has authorized a plan to proceed with a consolidation of its outstanding common shares (each, a "Share") on the basis of ten (10) pre-consolidation Shares for each one (1) post-consolidation Share (the "Consolidation"). The Consolidation is subject to approval of the TSX Venture Exchange (the "Exchange"). Th ...