KWESST Micro Systems Inc 2024年年度报告和过渡报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended September 30, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period from ____________________ to ____________________ OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 Commission file number:001-39389 KWESST Micro Systems Inc. (Exact name of Registrant as specified in its charter) British Columbia(Jurisdiction of incorporation or organization) 155 Terence Matthews Crescent, Unit #1, Ottawa, Ontario, Canada, K2M 2A8(Address of principal executive offices) Kris Denis, (613) 250-9752, denis@kwesst.com155 Terence Matthews Crescent, Unit #1, Ottawa, Ontario, Canada, K2M 2A8(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregisteredNasdaq Capital MarketNasdaq Capital Market Trading Symbol Title of each class KWEKWESW Common Shares, no par valueWarrants Securities registered or to be registered pursuant to Section 12(g) of the Act:N/A Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the closeof the period covered by the annual report:1,579,174 Common Shares Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☐ If this report is an annual or transition report, indicate by check mark if the Company is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☐ Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Company wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the Company has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the Company was required to submit and post such files). Yes☐No☐ Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated fileror an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive- based compensation received by any of the registrant's executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the Company has used to prepare the financial statementsincluded in this filing: U.S. GAAP☐International Financial Reporting Standards as issued By the InternationalAccounting Standards Board☐Other☐ If "Other" has been checked in response to previous question, indicate by check mark which financial statement itemthe Company has elected to follow.Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ TABLE OF CONTENTS INTRODUCTION4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4STATUS AS AN EMERGING GROWTH COMPANY7FOREIGN PRIVATE ISSUER FILINGS7ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS8ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE8ITEM 3.KEY INFORMATION8A.Reserved.8B.Capitalization and Indebtedness8C.Reasons for the Offer and Use of Proceeds8D.Risk Fac