PART I: FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=6&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) Safe Pro Group Inc.'s unaudited financial statements as of September 30, 2024, reflect asset growth and a widened net loss, primarily due to its August 2024 IPO [Consolidated Balance Sheets](index=6&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) As of September 30, 2024, total assets increased to **$5.48 million** and stockholders' equity to **$4.23 million** due to the IPO and preferred share conversion Consolidated Balance Sheet Highlights (Unaudited) | Account | Sep 30, 2024 | Dec 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Cash | $2,334,715 | $703,368 | +231.9% | | Total Current Assets | $3,349,635 | $1,273,908 | +162.9% | | Total Assets | $5,476,549 | $3,430,199 | +59.7% | | **Liabilities & Equity** | | | | | Total Current Liabilities | $1,049,187 | $1,416,729 | -25.9% | | Convertible notes payable, net | $0 | $343,796 | -100.0% | | Total Liabilities | $1,242,593 | $1,653,841 | -24.9% | | Total Stockholders' Equity | $4,233,956 | $1,776,358 | +138.4% | - All **Series A and Series B preferred stock** was converted into **common stock** as of September 30, 2024, eliminating preferred stock from the balance sheet[13](index=13&type=chunk)[72](index=72&type=chunk) [Consolidated Statements of Operations](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) For the nine months ended September 30, 2024, revenues doubled to **$1.28 million**, but net loss widened to **$6.04 million** due to increased operating expenses Statement of Operations Summary (Unaudited) | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $1,281,399 | $640,062 | +100.2% | | Gross Profit | $442,301 | $233,166 | +89.7% | | Total Operating Expenses | $6,192,066 | $2,123,844 | +191.5% | | Loss from Operations | ($5,749,765) | ($1,890,678) | +204.1% | | Net Loss | ($6,044,239) | ($1,894,258) | +219.1% | | Basic and diluted loss per share | ($0.64) | ($0.25) | +156.0% | - Salaries, wages, and payroll taxes for the nine months ended Sep 30, 2024, surged to **$3.57 million** from **$0.91 million** YoY, primarily due to increased stock-based compensation[15](index=15&type=chunk) - Professional services expenses for the nine months ended Sep 30, 2024, increased to **$1.51 million** from **$0.54 million** YoY, also driven by higher stock-based compensation and costs associated with the IPO[15](index=15&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20EQUITY) For the nine months ended September 30, 2024, stockholders' equity increased to **$4.23 million**, primarily due to preferred stock and debt conversions, IPO proceeds, and stock-based compensation - On August 28, 2024, all outstanding Series A and Series B preferred stock was converted into **1,500,000** and **1,310,000** shares of common stock, respectively[16](index=16&type=chunk)[112](index=112&type=chunk)[122](index=122&type=chunk) - The company issued **1,020,000** common shares for cash, raising **$4,179,500** in net proceeds from its IPO[16](index=16&type=chunk)[30](index=30&type=chunk) - Stock-based compensation for services and employees added **$2.95 million** to additional paid-in capital during the first nine months of 2024[16](index=16&type=chunk) [Consolidated Statements of Cash Flows](index=11&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the nine months ended September 30, 2024, net cash used in operations increased to **$3.1 million**, while financing activities provided **$4.9 million**, primarily from IPO proceeds Cash Flow Summary (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($3,065,107) | ($1,752,025) | | Net Cash Used in Investing Activities | ($226,397) | ($28,749) | | Net Cash Provided by Financing Activities | $4,922,851 | $668,571 | | **Net Increase (Decrease) in Cash** | **$1,631,347** | **($1,112,203)** | - Financing activities were dominated by **$4.18 million** in net proceeds from the IPO common stock offering and **$0.49 million** from other common stock sales[20](index=20&type=chunk)[193](index=193&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) The notes detail the company's three segments, **$4.18 million** IPO proceeds, preferred stock and convertible note conversions, and significant customer concentration - The company operates through three wholly-owned subsidiaries: **Safe-Pro USA** (ballistic solutions), **Airborne Response** (drone services), and **Safe Pro AI** (AI/ML software)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - Following its IPO, which raised net proceeds of **$4.18 million**, management believes it has sufficient cash to mitigate going concern risks for at least the next 12 months[30](index=30&type=chunk)[31](index=31&type=chunk) - For the nine months ended Sep 30, 2024, four customers accounted for **95.2%** of total sales, indicating significant customer concentration[166](index=166&type=chunk) - On August 27, 2024, convertible notes with a principal of **$750,001** and accrued interest of **$58,531** were converted into **252,666** common shares[102](index=102&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes **100.2%** revenue growth to increased sales, while a widened net loss is due to higher operating expenses, with liquidity significantly improved post-IPO [Results of Operations](index=47&type=section&id=Results%20of%20Operations) For the nine months ended September 30, 2024, total revenues increased by **100.2%** to **$1.28 million**, but operating expenses surged **191.5%** to **$6.19 million**, leading to a **$6.04 million** net loss Revenue by Segment - Nine Months Ended Sep 30 | Segment | 2024 Revenue | 2023 Revenue | Change (%) | | :--- | :--- | :--- | :--- | | Safe-Pro USA | $751,031 | $519,728 | +44.5% | | Airborne Response | $525,992 | $120,334 | +337.1% | | Safe Pro AI | $4,375 | $0 | N/A | | **Total** | **$1,281,399** | **$640,062** | **+100.2%** | - The increase in operating expenses for the nine months ended Sep 30, 2024 was primarily driven by stock-based compensation of **$2.95 million** and increased audit, legal, and consulting fees related to the IPO[211](index=211&type=chunk)[213](index=213&type=chunk) - Gross profit margin for the nine months ended Sep 30, 2024, decreased to **34.5%** from **36.4%** in the prior year, attributed to a higher sales mix of non-manufactured products with lower margins[209](index=209&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2024, liquidity significantly improved with cash at **$2.33 million** and positive working capital, driven by **$4.9 million** in net financing cash flows from the IPO Key Liquidity Metrics | Metric | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash | $2,334,715 | $703,368 | | Working Capital | $2,300,448 | ($142,821) | - Net cash provided by financing activities for the nine months ended Sep 30, 2024, was **$4.92 million**, primarily from the IPO and other equity/debt issuances[228](index=228&type=chunk)[229](index=229&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is not required to provide this information as it qualifies as a smaller reporting company - As a **smaller reporting company**, Safe Pro Group Inc. is exempt from providing quantitative and qualitative disclosures about market risk[250](index=250&type=chunk) [Controls and Procedures](index=56&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) As of September 30, 2024, management concluded that disclosure controls were not effective due to material weaknesses in inventory control and segregation of duties, with remediation efforts underway - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of September 30, 2024[252](index=252&type=chunk) - Material weaknesses were identified in (i) **inventory control management** and (ii) a lack of **segregation of duties** within accounting functions[252](index=252&type=chunk) - Remediation efforts include engaging an inventory control consultant and implementing new policies for revenue recognition[255](index=255&type=chunk) PART II: OTHER INFORMATION [Legal Proceedings](index=57&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any pending legal proceedings that are expected to have a material adverse effect on its business, financial condition, or operating results - As of the filing date, the Company is not a party to any **material legal proceedings**[256](index=256&type=chunk) [Risk Factors](index=57&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the company's risk factors from those disclosed in its Prospectus dated August 28, 2024 - The company states there have been no **material changes** to its risk factors from those set forth in its Prospectus[257](index=257&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During Q3 2024 and thereafter, the company conducted several unregistered sales of securities, including shares issued for convertible debt and preferred stock conversions, and compensation - In August 2024, the company issued **252,666** shares to convert **$750,002** in debt and **$58,531** in accrued interest[259](index=259&type=chunk) - In August 2024, a total of **2,810,000** common shares were issued upon the conversion of all outstanding Series A and Series B preferred stock[259](index=259&type=chunk) - In August 2024, **480,000** fully vested shares of common stock were issued for compensation, valued at **$2,400,000**[261](index=261&type=chunk) [Defaults Upon Senior Securities](index=58&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports no defaults upon its senior securities - None[262](index=262&type=chunk) [Mine Safety Disclosures](index=58&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[262](index=262&type=chunk) [Other Information](index=58&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the quarter, none of the company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or executive officer has adopted or terminated a **Rule 10b5-1 trading arrangement** during the reporting period[263](index=263&type=chunk) [Exhibits](index=59&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the quarterly report, including the Underwriting Agreement, various promissory notes and warrants, and officer certifications required by the Sarbanes-Oxley Act

[Form 8-K Current Report (November 14, 2024)](index=1&type=section&id=Form%208-K%20Current%20Report) This report details Safe Pro Group Inc.'s third-quarter 2024 financial results and associated exhibits, filed on November 14, 2024 [Results of Operations and Financial Condition](index=1&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition.) Safe Pro Group Inc. announced its Q3 2024 financial and operational results via a press release, furnished but not filed under Section 18 of the Exchange Act - Safe Pro Group Inc. reported its third-quarter 2024 financial and operating results via a press release on November 14, 2024[2](index=2&type=chunk) - The earnings release, Exhibit 99.1, is incorporated by reference into the Form 8-K[2](index=2&type=chunk) - Information furnished in this item is not considered "filed" under Section 18 of the Exchange Act, limiting liability for misleading statements[3](index=3&type=chunk) [Financial Statements and Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits.) This section details the exhibits accompanying the Form 8-K filing, primarily the Q3 2024 earnings release Exhibit List | Exhibit Number | Exhibit Description | | :--- | :--- | | 99.1 | Earnings Release issued by Safe Pro Group Inc., dated November 14, 2024 | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | [Signatures](index=3&type=section&id=SIGNATURES) The report is officially signed by Daniyel Erdberg, Chief Executive Officer of Safe Pro Group Inc., on November 14, 2024 - The Form 8-K was duly authorized and signed by Daniyel Erdberg, Chief Executive Officer, on November 14, 2024[4](index=4&type=chunk)

[PART I: FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%3A%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=7&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20%28UNAUDITED%29) Unaudited financial statements for Safe Pro Group Inc. as of June 30, 2024, show increased liabilities, decreased equity, and widened net losses despite revenue growth [Consolidated Balance Sheets](index=7&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2024, total assets decreased to $3.02 million, total liabilities increased to $2.49 million, and stockholders' equity fell to $0.53 million Consolidated Balance Sheet Highlights (in USD) | Balance Sheet Item | June 30, 2024 (Unaudited) | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $776,402 | $1,273,908 | | Cash | $175,953 | $703,368 | | **Total Assets** | **$3,018,419** | **$3,430,199** | | **Total Current Liabilities** | $2,279,352 | $1,416,729 | | Convertible notes payable, net | $631,001 | $343,796 | | **Total Liabilities** | **$2,487,040** | **$1,653,841** | | **Total Stockholders' Equity** | **$531,379** | **$1,776,358** | [Consolidated Statements of Operations](index=8&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Revenues for the three and six months ended June 30, 2024, grew significantly, but net loss also widened substantially to $1.21 million and $2.36 million respectively Statement of Operations Summary (in USD) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $642,989 | $103,008 | $950,642 | $476,515 | | **Gross Profit** | $184,615 | $33,784 | $311,830 | $170,720 | | **Loss from Operations** | $(1,122,806) | $(730,337) | $(2,207,691) | $(1,212,459) | | **Net Loss** | **$(1,214,923)** | **$(731,488)** | **$(2,358,783)** | **$(1,214,474)** | | **Basic and Diluted EPS** | $(0.14) | $(0.09) | $(0.27) | $(0.16) | [Consolidated Statements of Changes in Stockholders' Equity](index=10&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20EQUITY) Stockholders' equity decreased from $1.78 million to $0.53 million by June 30, 2024, primarily due to a $2.36 million net loss, partially offset by capital contributions - Total stockholders' equity decreased by **$1,244,979** in the first six months of 2024, from **$1,776,358** to **$531,379**[16](index=16&type=chunk)[20](index=20&type=chunk) - The decrease was driven by a net loss of **$2,358,783**, partially offset by capital contributions from stock-based compensation, warrant issuances, and share sales totaling approximately **$1.1 million**[16](index=16&type=chunk)[17](index=17&type=chunk)[20](index=20&type=chunk) [Consolidated Statements of Cash Flows](index=12&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2024, net cash used in operations was $1.16 million, investing activities used $0.22 million, and financing provided $0.86 million, resulting in a $0.53 million cash decrease Cash Flow Summary for Six Months Ended June 30 (in USD) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | $(1,159,475) | $(1,170,373) | | **Net Cash Used in Investing Activities** | $(223,509) | $0 | | **Net Cash Provided by Financing Activities** | $855,569 | $83,381 | | **Net Decrease in Cash** | $(527,415) | $(1,086,992) | | **Cash, End of Period** | $175,953 | $665,274 | [Notes to Unaudited Consolidated Financial Statements](index=14&type=section&id=NOTES%20TO%20UNAUDITED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Notes detail company formation, acquisitions, accounting policies, going concern mitigation via IPO, convertible debt, equity transactions, customer/supplier concentrations, and executive commitments - The company acquired Safe-Pro USA in 2022 (ballistics solutions), Airborne Response in 2022 (drone services), and Safe Pro AI in 2023 (AI/ML software)[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - The company's IPO in August 2024, which raised net proceeds of **$4.3 million**, mitigates substantial doubt about its ability to continue as a going concern[34](index=34&type=chunk)[35](index=35&type=chunk) - For the six months ended June 30, 2024, four customers accounted for **96.1%** of total sales, and one supplier accounted for **40.0%** of inventory purchases[163](index=163&type=chunk)[165](index=165&type=chunk) - Subsequent to quarter end, the company completed its IPO on August 29, 2024, selling **1,020,000 shares** for gross proceeds of **$5.1 million**, converting all outstanding preferred stock and convertible notes into common stock[183](index=183&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's security and protection solutions business, highlighting significant Q2 2024 revenue growth, widened net loss due to increased expenses, and improved liquidity post-IPO - The company operates through three main subsidiaries: Airborne Response Corp. (drone services), Safe-Pro USA, LLC (personal protective gear), and Safe Pro AI LLC (AI/ML software)[190](index=190&type=chunk)[199](index=199&type=chunk) - A key recent development was the consummation of its IPO on August 29, 2024, which raised gross proceeds of **$5.1 million** and resulted in the conversion of preferred stock and convertible notes[193](index=193&type=chunk)[194](index=194&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Q2 2024 revenues surged by 524.2% to $643k, but total operating expenses increased by 71.1% to $1.3 million, widening the net loss to $1.21 million Comparison of Three Months Ended June 30, 2024 and 2023 (in USD) | Metric | 2024 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $642,989 | $103,008 | $539,981 | 524.2% | | **Gross Profit** | $184,615 | $33,784 | $150,831 | 446.5% | | **Total Operating Expenses** | $1,307,421 | $764,121 | $543,300 | 71.1% | | **Net Loss** | $(1,214,923) | $(731,488) | $(483,435) | 66.1% | - The increase in revenue for Q2 2024 was primarily due to sales to two new customers, which represented **79.0%** of total sales for the quarter[211](index=211&type=chunk) - The increase in operating expenses was driven by higher salaries related to new employment agreements, and a significant increase in professional fees (**$441,890**) and SG&A (**$154,540**) in preparation for the IPO[214](index=214&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2024, the company had a cash balance of $175,953 and a $1.5 million working capital deficit, significantly improved by $4.3 million net IPO proceeds post-quarter Balance Sheet and Liquidity Comparison (in USD) | Metric | June 30, 2024 | December 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Cash | $175,953 | $703,368 | $(527,415) | | Working Capital Deficit | $(1,502,950) | $(142,821) | $(1,360,129) | | Total Liabilities | $2,487,040 | $1,653,841 | $833,199 | - Net cash used in operating activities for the six months ended June 30, 2024, was **$1,159,475**, primarily due to the net loss of **$2,358,783**, offset by non-cash charges like stock-based compensation and depreciation[227](index=227&type=chunk) - Net cash from financing activities was **$855,569** for the first six months of 2024, from proceeds of convertible notes (**$275,001**), common stock and warrants (**$489,002**), and notes payable (**$110,000**)[231](index=231&type=chunk) [Critical Accounting Policies and Estimates](index=50&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies requiring significant judgment include revenue recognition, goodwill and intangible asset impairment, long-lived asset impairment, stock-based compensation, and acquisition classification - Revenue recognition for a key Bangladesh customer involves two performance obligations, with the second (20% of contract value) recognized only upon completion of training and inspection, and historically uncollected[239](index=239&type=chunk)[241](index=241&type=chunk) - Goodwill is tested for impairment annually or when indicators are present, potentially using a qualitative assessment before a quantitative test[247](index=247&type=chunk) - Stock-based compensation is measured at grant-date fair value and recognized over the service period, with forfeitures recognized as they occur[250](index=250&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Safe Pro Group Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Safe Pro Group Inc. is not required to provide quantitative and qualitative disclosures about market risk[254](index=254&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2024, due to material weaknesses in inventory control and segregation of duties, with remediation efforts underway - Management identified material weaknesses in internal controls over financial reporting as of June 30, 2024[256](index=256&type=chunk) - The weaknesses relate to (i) inventory control management and (ii) a lack of segregation of duties within accounting functions[256](index=256&type=chunk) - Remediation efforts include engaging a third-party inventory control management consultant and implementing new policies for revenue recognition cut-offs[259](index=259&type=chunk) [PART II. OTHER INFORMATION](index=54&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=54&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any material pending legal proceedings that would adversely affect its business or financial condition - As of the report date, the Company is not involved in any material pending legal proceedings[260](index=260&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's Prospectus dated August 28, 2024 - There have been no material changes to the risk factors previously disclosed in the company's Prospectus[261](index=261&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During the first six months of 2024, the company conducted several unregistered sales of securities, including convertible notes, common stock units, and shares for compensation, relying on Securities Act exemptions - In March 2024, the company sold convertible notes totaling **$275,002** with associated warrants[263](index=263&type=chunk)[264](index=264&type=chunk) - In April and June 2024, the company sold units (common stock and warrants) in private placements for gross proceeds of **$163,998**, **$225,005**, and **$100,000**, respectively[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk) - In June 2024, **180,000** fully vested shares of common stock were issued as compensation, valued at **$450,000**[268](index=268&type=chunk) [Item 3. Defaults Upon Senior Securities](index=55&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities during the reporting period - None[269](index=269&type=chunk) [Item 4. Mine Safety Disclosures](index=56&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company's operations - Not applicable[269](index=269&type=chunk) [Item 5. Other Information](index=56&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No director or executive officer adopted or terminated a Rule 10b5-1 trading arrangement during the reporting period - No director or executive officer adopted or terminated a Rule 10b5-1 trading arrangement during the reporting period[270](index=270&type=chunk) [Item 6. Exhibits](index=56&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the quarterly report, including the Underwriting Agreement, promissory notes, employment agreements, and officer certifications - Key exhibits filed include the Underwriting Agreement, warrants, promissory notes, employment agreements, and Sarbanes-Oxley certifications[270](index=270&type=chunk)

[Form 8-K: Current Report](index=1&type=section&id=Form%208-K%3A%20Current%20Report) This Form 8-K reports significant events, including the company's Q2 2024 financial results and related exhibits [Item 2.02. Results of Operations and Financial Condition](index=1&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) Safe Pro Group Inc. reported its Q2 2024 financial and operating results via a press release furnished under the Securities Exchange Act - Safe Pro Group Inc. issued a press release on September 26, 2024, to report its financial and operating results for the second quarter of 2024[2](index=2&type=chunk) - The Earnings Release is attached as Exhibit 99.1 to the Form 8-K and is incorporated by reference[2](index=2&type=chunk) - The information provided under this item is not considered "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, meaning it has reduced legal liability compared to other filed information[3](index=3&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section details the exhibits accompanying the Form 8-K filing, including the Q2 2024 Earnings Release Exhibits to Form 8-K | Exhibit Number | Exhibit Description | | :--- | :--- | | 99.1 | Earnings Release issued by Safe Pro Group Inc., dated September 26, 2024 | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |