Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2022, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 30, 2023, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

General

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in our Annual Report as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2023, included elsewhere in this Report on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties. For the period ended June 30, 2023, the conversion from Australian dollars (AUD$) into U.S. dollars ($) was made at the exchange rate as of June 30, 2023, on which $1.00 equaled AUD$1.509, based on Reserve Bank of Australia. The use of $ is solely for the convenience of the reader.

Overview

We are a provider of hardware products and software and cybersecurity solutions that we design, develop and manufacture and that are embedded into small drones or SUAVs, and into robotic systems, or robotics. We hold both patented technology and unique know-how. We are aiming to further develop our global customer base by increasing our number of design wins and targeted pilot projects and ultimately cross-sell our other solutions to those same customers in order to become a leading end-to-end provider to SUAV and robotics systems OEMs, who, in turn, sell their systems into the security and surveillance, process industry (processing of bulk resources into other products), infrastructure inspection, first responders, homeland security and courier market segments. By “design win” we are referring to the large-scale and exclusive adoption of our component products by our OEM customers on an-ongoing basis. The “pilot projects” refers to initial small-scale sales and implementation. An “end-to-end” provider is one that provides all of the key components its customers need for their products. 

Operating Results

Comparison of the periods ended June 30, 2023 and 2022

Revenue and Other income

Revenue

Revenues for the period ended June 30, 2023, were AUD$803,430 (approximately $532,426), compared to AUD$1,213,604 for the period ended June 30, 2022, a decrease of AUD$410,174 or 34%. The backlog totaled AUD$1,604,373 ($1,063,092), as of June 30, 2023, to be delivered and invoiced within the second-half of 2023 as deliveries to customers were pushed from first-half 2023 and mainly explaining the decrease.

Government grants from IIA

Grants received under IIA research and development supported programs for the period ended June 30, 2023, were AUD$107,897 (approximately $71,502), compared to AUD$518,929 for the period ended June 30, 2022, a decrease of AUD$411,032 or 79%. The decrease is primarily due to completion of IIA plan at early 2023.The Company is seeking for additional supported programs.

Interest income

Interest income from short-term bank deposits, for the period ended June 30, 2023, was AUD$290,595 (approximately $192,574) or 31,486%, compared to AUD$920 for the period ended June 30, 2022, an increase of AUD$289,675. The increase is mainly due to short-term deposits attributed to our August 2022 initial public offering received funds.

Foreign Exchange gains

Foreign exchange gains were AUD$1,336,006 (approximately $885,358) for the period ended June 30, 2023, compared to AUD$nil for the period ended June 30, 2022. Foreign exchange gains are mainly due to the effect of changes in currency exchange rates between the US$., the New Israeli Shekel (NIS) and the AUD$.

Fair value gains from financial liability

Fair value gains from financial liability were AUD$221,312 (approximately $146,661) for the period ended June 30, 2023, compared to AUD$nil for the period ended June 30, 2022. Fair value gains from financial liability are attributed to revaluation gain/(loss) between measured periods related with the warrants issued under our August 2022 initial public offering.

The Company maintained a high gross margin for the periods ended June 30, 2023, and 2022 of 58%. The high gross margin is mostly explained by our products being high-end IP based technology (beyond the hardware value), as well as effective costs-reduction planning for components acquisitions including purchasing components and materials in advance to prepare for future orders. Cost of goods sold remained at the same pace as the decrease in revenue.

Sales and Marketing expenses.

Sales and marketing expenses were AUD$1,383,583 (approximately $916,887) for the period ended June 30, 2023, compared to AUD$1,158,092 for the period ended June 30, 2022, an increase of AUD$225,491 or 19%. The increase is primarily due to additional headcount, and increased sale and marketing activities mainly in the United States and Europe to support the sales and marketing of our cybersecurity and cloud-based products, and future business growth.

Research and Development expenses.

Research and development expenses were AUD$1,490,694 (approximately $987,869) for the period ended June 30, 2023, compared to AUD$1,060,839 for the period ended June 30, 2022, an increase of AUD$429,855 or 41%. The increase is primarily due to significant investment in the development of new and additional products for our current target market and new market (mid-sized drones). The company invest in the development of software solutions, to add software-based revenue model, based on its activities in the U.S. standards organization.

General and Administrative expenses.

General and administrative expenses were AUD$1,564,455 (approximately $1,036,750) for the period ended June 30, 2023, compared to AUD$913,925 for the period ended June 30, 2022, an increase of AUD$650,530 or 71%. The increase is primarily related with public company related costs following our dual-listing on Nasdaq in August 2022 and stock-based compensation costs related with May 31, 2023 options issuance.  The Company examines different options to cut these dual listed costs.

Financial costs.

Financial costs were AUD$25,610 (approximately $16,971) for the period ended June 30, 2023, compared to AUD$4,078 for the period ended June 30, 2022, an increase of AUD$12,428 or 428%. Financial costs are primarily related with interest paid under our lease agreements.

Foreign Exchange.

Foreign exchange costs were AUD$nil for the period ended June 30, 2023, compared to AUD$8,966 for the period ended June 30, 2022. Foreign exchange costs are mainly due to the effect of changes in currency exchange rates between the New Israeli Shekel (NIS) and the AUD$.

Critical Accounting Judgements, Estimates and Assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue, and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. A comprehensive discussion of our critical accounting judgments, estimates and assumptions is included in “Item 5. Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2023, included elsewhere in this Report Form 6-K.

Liquidity and Capital Resources

As of June 30, 2023, we have not achieved positive cash flow from operations and incurred a net loss of AUD$2,145,538 (approximately $1,421,829) for the period ended June 30, 2023, and generated AUD$26.2 million (approximately $17.4 million) of accumulated losses since inception.

We have financed our operations to date primarily from August 2022 US$13.3 million initial public offering on Nasdaq Capital Market, public offerings on the ASX, and sales of our products.

As of June 30, 2023, we had cash and cash equivalents and restricted cash of AUD$16.0 million (approximately $10.6 million). Additionally, we also recognized a total of AUD$709,912 (approximately $470,452) as receivables. We estimate that we have adequate financial resources for at least 24 months from June 30, 2023, based on our current cash and receivables balances and our current ongoing operations. The consolidated financial statements have been prepared on the assumption that we will continue as a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.

In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds in the future. Our future capital requirements will depend on many factors, including:

Until we can generate significant recurring revenues, profit and cash flow provided by operating activity we expect to satisfy future cash needs through debt or equity financings as well as governmental grants. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.

Net cash used in operating activities

For the periods ended June 30, 2023 and 2022, net cash used in operating activities was AUD$2,299,944 and AUD$1,327,717, respectively. The increase between the periods is primarily due to a decrease in receipts from customers, together with an increase in public company costs related with the company’s August 2022 dual-listing on Nasdaq.

Net cash used in investing activities

For the periods ended June 30, 2023 and 2022, the net cash used in investing activities was AUD$13,052 and AUD$11,224, respectively. 

Net cash provided by financing activities

For the periods ended June 30, 2023, and 2022, the net cash used in financing activities was AUD$214,452 and AUD$311,623, respectively. Net cash used for the periods ended June 30, 2023 and 2022, is primarily attributed to repayment of lease liabilities. 

Exhibit 99.3

Mobilicom Limited
Appendix 4D
Half-year report

1. Company details

2. Results for announcement to the market

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Comments

The loss for the consolidated entity after providing for income tax amounted to $2,145,538 (30 June 2022: $1,926,331).

The Company continued to maintain high gross margin of 58% for the half-year. 

Revenue

Sales revenue of $803,430 reduced relative to the prior comparative period (half-year ended 30 June 2022: $1,213,604). The backlog totalled $1,604,373, as at 30 June 2023, to be delivered and invoiced within the second half of 2023 as deliveries to customers were pushed from first-half 2023.

Inventories were up 29% to $1,085,190 (31 December 2022: $838,658) supporting the planned growth in deliveries to customers in the second half of 2023 and afterwards.

Income from interest received of $290,595 increased relative to the prior comparative period (half-year ended 30 June 2022: $920).

Statement of Financial Position

Cash reserves at 30 June 2023 were $16,010,781 (31 December 2022: $18,976,542) and net assets amounted to $14,871,719 (31 December 2022: $17,860,907).

Net cash used in operating activities during the half year ended 30 June 2023 was $2,299,944. This, with the cash reserves balance of $16,010,781, will allow the company sufficient funding to continue support the company’s growth and strategic plans execution for at least the next 24 months.

3. Net tangible assets

Mobilicom Limited
Appendix 4D
Half-year report

4. Control gained over entities

Not applicable.

5. Loss of control over entities

Not applicable.

6. Dividends

Current period

There were no dividends paid, recommended or declared during the current financial period.

Previous period

There were no dividends paid, recommended or declared during the previous financial period.

7. Dividend reinvestment plans

Not applicable.

8. Details of associates and joint venture entities

Not applicable.

9. Foreign entities

Details of origin of accounting standards used in compiling the report:

This report has been prepared in accordance with Australian Accounting Standards and the Company’s foreign entity’s financial results are compiled in accordance with the International Financial Reporting Standards (IFRS).

10. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The financial statements were subject to a review by the auditors and the review report is attached as part of the Half-year financial report.

11. Attachments

Details of attachments (if any):

The Half-year financial report of Mobilicom Limited for the half-year ended 30 June 2023 is attached.

Mobilicom Limited
Appendix 4D
Half-year report

12. Signed

Mobilicom Limited

ABN 26 617 155 978

Half-year financial report - 30 June 2023

Mobilicom Limited
Contents
30 June 2023

 

Corporate directory	2
Directors’ report	3
Auditor’s independence declaration	6
Consolidated condensed statement of profit or loss and other comprehensive income	7
Consolidated condensed statement of financial position	8
Consolidated condensed statement of changes in equity	9
Consolidated condensed statement of cash flows	10
Notes to the consolidated condensed financial statements	11
Directors’ declaration	17
Independent auditor’s review report to the members of Mobilicom Limited	18

Mobilicom Limited
Corporate directory
30 June 2023

Mobilicom Limited
Directors’ report
30 June 2023

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Mobilicom Limited (referred to hereafter as the ‘company’, ‘Mobilicom Australia’ or ‘parent entity’) and the entities it controlled at the end of, or during, the half-year ended 30 June 2023.

Directors

The following persons were directors of Mobilicom Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Oren Elkayam (Chairman and Managing Director)

Yossi Segal (Executive Director)

Campbell McComb (Non-executive Director)

Jonathan Brett (Non-executive Director)

Principal activities

The Company is an end-to-end provider of cybersecurity and robust solutions for drones, robotics & autonomous platforms. As a high-tech company it designs, develops and delivers robust solutions focused primarily on targeting global drone, robotics and autonomous system manufacturers. The Company holds patented technology & unique know-how for Mobile Mesh networking. It has a large, field proven portfolio of commercialised products used in a variety of applications. The Company is growing a global customer base with sales to high profile customers including corporates, governments and military departments. Mobilicom’s competitive advantages include outstanding security capabilities and performance in harsh environmental conditions. The Company’s large solution portfolio is being deployed worldwide, seeing the Company derive revenue from hardware, software sales & licensing fees and professional support services for its solutions.

Operational Highlights

Mobilicom Limited
Directors’ report
30 June 2023

Review of operations

During the period, Mobilicom continued to secure new and repeat purchase orders, fulfilled existing contracts, achieved high-profile wins and continued to execute its growth strategy while expanding operations in the US - the world’s largest drone market for defence and commercial applications. Nevertheless, it is early days with our design wins and Mobilicom has not yet seen the full benefit of its products being incorporated in its customers’ products.

Strategic partnership

Mobilicom entered a strategic partnership with Mistral Inc., a Bethesda, Maryland based provider of advanced systems and unmanned platforms to the U.S. DOD, federal, and law enforcement agencies.

Mistral working on integrate Mobilicom’s end-to-end solutions into U.S. defense industry and U.S. Department of Defense (DOD)-related requisitions. Extending Mobilicom’s business development efforts in the U.S., Mistral will also provide program management for the U.S. government’s purchases of Mobilicom solutions.

Secured Commercial Scale Order for Initial Production for the U.S. DOD

Mobilicom secured a commercial scale order from one of its Tier-1 customers, one of the world’s largest manufacturers of small-sized drones and robotics, for its Mobilicom’s SkyHopper PRO datalink systems which has the potential to be recognized as an essential component in their new small-sized drone platform. The SkyHopper PRO is planned to be integrated into small-sized drones manufactured for the U.S. Department of Defense (DOD).

Chosen by a United Arab Emirates government organization to supply core systems for country’s drone & robotics platforms

Mobilicom secured repeat purchase order from a leading UAE government organization of its entire product offering, including hardware and software. The UAE government is recognized as one the most advanced drone markets in the world has invested heavily in drone, robotics and autonomous platforms across a broad range of government and commercial applications. The country has established clear drone regulations including for delivery of medical and commercial goods.

Secures A $430,000 Repeat Order for Mobile Ground Control System

Mobilicom secured a $430,000 repeat order for its Mobile Ground Control Systems from a cutting-edge manufacturer of remote-controlled weapons systems platforms, one of the fastest growing segments in the defense industry. These systems integrated Mobilicom’s Ground Control Weapons Systems and were successfully demonstrated to several militaries.

Launched MCU-70 SDR Product Expanding its Market into Mid-Sized Drones

Mobilicom’s latest product, the MCU-70, is the latest in its MESH (device-to-device) networking cybersecure SDR series. With its relatively small size and lightweight design, MCU-70 delivers superior performance for mid-sized and long-range unmanned aerial vehicles (UAVs) where form-factor-to-capability performance is critical. Designed for durability in rugged outdoor environments, MCU-70’s communications range of up to 100 miles/150km equips drones with the communications needed for new missions and applications, expanding Mobilicom’s addressable markets for both commercial and military applications.

Demonstration of AI wireless systems for 5G

Mobilicom successfully demonstrated the use of a 5G AI synchronized mesh network for autonomous vehicles in conjunction with the WIN Consortium. Mobilicom also worked closely with the consortium partners to develop and test AI and machine learning (ML) in a 5G field test of device-to-device systems for applications including drones and drone security. Other applications for this technology include autonomous vehicles and drones for industrial and defence needs.

Industry leadership, standards setting, and government advocacy

Mobilicom became a member of AUVSI and the Fortress Information Security Trusted Cyber Program Cybersecurity Working Group which is developing enterprise cybersecurity standards to address cyber risks specific to uncrewed systems and robotics. As a contributing member of the group, Mobilicom is working alongside leading defence, drone, and cybersecurity companies including Boeing, Boston Dynamics, Northrup Grumman, and Raytheon. AUVSI is the world’s largest non-profit organization dedicated to the advancement of uncrewed systems – maritime, land robotics, and drones.

Corporate

During the half-year, Mobilicom has undertaken a share buyback of small parcel holdings of its ASX listed shares. The Sale Facility allows those shareholders who hold less than $500 of shares to sell their shares cost effectively without incurring brokerage or other transaction costs, while also assisting the Company to reduce the costs associated with servicing smaller shareholdings.

Mobilicom Limited
Directors’ report
30 June 2023

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial half-year.

Matters subsequent to the end of the financial half-year

On 3 August 2023, the company’s board of director approved the grant of 45,850,000 unlisted options to employees and consultants of the Company. The options have an exercise price of $0.008 and expire on 3 August 2028. 23,350,000 options are vested after 3 years, and 22,500,000 options are vested after 4 years.

No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors

31 August 2023

Tel Aviv

To the Board of Directors

AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001

As lead audit Director for the review of the financial statements of Mobilicom Limited for the half year ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been no contraventions of:

Yours Faithfully,

Dated this 31^st day of August 2023

Perth, Western Australia 

Mobilicom Limited
Consolidated condensed statement of profit or loss and other comprehensive income
For the half-year ended 30 June 2023

The above consolidated condensed statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

Mobilicom Limited
Consolidated condensed statement of financial position
As at 30 June 2023