(Note: KWESST Micro Systems Inc. priced its unit public offering (NOT an IPO) on Dec. 6, 2022, in connection with its NASDAQ uplisting from the OTCQB Venture Market: 2.5 million units at $4.13 to raise $10.33 million ($10.325 million). The offering was upsized at pricing in terms of the number of units sold (up from 2.32 million units) while the offering price of $4.13 was below the most recent range of $4.71 to $5.21. Each unit consists of a share of stock and one warrant to buy one share of stock. The stock started trading Dec. 7, 2022, under the symbol “KWE” on the NASDAQ and the warrant started trading Dec. 7, 2022, under the symbol “KWESW” on the NASDAQ.)

(Note: A simultaneous Canadian public offering of  726,392 units, each consisting of one common share and one warrant to purchase one common share, was priced at US$4.13 per unit, the company announced late on Tuesday, Dec. 6, 2022. PI Financial was the underwriter of the Canadian public offering.)

KWESST Micro Systems Inc. develops and commercializes next-generation technology solutions that deliver a tactical advantage for military, public safety agencies and personal defense markets.  Our core mission is to protect and save lives. (Incorporated in British Columbia)

We focus on three niche market segments as follows: 

• Non-lethal products – PARA OPs, our innovative patent-pending cartridge-based firing platform system, is intended to provide more reliable non-lethal choices (single-shot and multi-shot) for consumers and law enforcement agencies; projectiles fired by PARA OPs devices, and ARWEN less lethal launchers and ammunition for law enforcement agencies, used primarily for riot control and police tactical teams during high-risk arrests of potentially armed or violent people.
• Digitization – Proprietary next-generation real-time situational awareness solutions for both the military and civilian markets – Our signature proprietary product, Tactical and Situational Control System (TASCS) offers an app that networks soldiers on the ground with each other through their smart devices so they can receive and share situational awareness information from any source, including drones.
• Counter-Threat Solutions – Our proprietary next-generation counter-threat solutions are designed to protect against hostile enemy lasers, electronic detection and drones.  Our patented Phantom product is a miniaturized electronic warfare device with the ability to emulate the electronic communications of North Atlantic Treaty Organization (“NATO”) countries to spoof adversaries as to the location of NATO forces.  

**Note: Revenue and net loss figures are for the fiscal year that ended Sept. 30, 2021.

(Note: Except as otherwise indicated, information in this Prospectus, other than as set forth in our financial statements and the notes thereto, reflects an assumed one for seventy (1-for-70) reverse stock split of our Common Shares, which we refer to as the “Reverse Split,” to be effective prior to the effective date of the registration statement of which this Prospectus forms a part. The Reverse Split is subject to TSXV regulatory and shareholder approval (greater than 50% to be done by written shareholder consent).)

**Note: See background notes below on the offering and the filing history.

(Note: This is NOT an IPO. This is a unit offering and a NASDAQ uplisting from the OTCQB Venture Market, where KWESST Micro Systems’ stock trades under the stock symbol “KWEMF”. The company plans to list the stock on the NASDAQ under the proposed stock symbol “KWE” and the warrants under the proposed symbol “KWESW”. This NASDAQ uplisting is a unit offering of 2.32 million common units (2,323,232 common units) at a price range of US$4.71 to $5.21 – a change in the price range – according to an S-1/A filing dated Nov. 7, 2022. The previous price range was US$4.13 to $6.30,  according to an S-1/A filing dated Oct. 24, 2022. **The assumed public offering price is close to the US$4.96 mid-point of the new price range disclosed in the S-1/A filing dated Nov. 7, 2022. **Estimated public offering proceeds are $11.52 million. Each unit consists of one share of common stock and one warrant to buy a share of stock.)

(Note: The stock also trades on the TSX Venture Exchange (TSXV) in Toronto under the stock symbol “KWE.V” and on the Frankfurt Stock Exchange under the stock symbol “62U”. According to the prospectus: A concurrent public offering of units in Canada – with US$3.0 million in estimated proceeds – will be led by PI Financial Corp.)