UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from _______ to _______
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the issuer’s common stock
as of May 14, 2025 was
ONDAS HOLDINGS INC.
INDEX TO FORM 10-Q
i
ONDAS HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventory, net | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Other Assets: | ||||||||
| Goodwill, net of accumulated impairment charges | ||||||||
| Intangible assets, net | ||||||||
| Deposits and other assets | ||||||||
| Operating lease right of use assets | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Notes payable, net of unamortized debt discount and issuance costs of $ | ||||||||
| Convertible notes payable, net of unamortized debt discount and issuance cost of $ | ||||||||
| Convertible notes payable, net of unamortized debt discount and issuance cost of $ | ||||||||
| Deferred revenue | ||||||||
| Government grant liability | ||||||||
| Total current liabilities | ||||||||
| Long-Term Liabilities: | ||||||||
| Notes payable | ||||||||
| Convertible notes payable, net of current, net of unamortized debt discount and issuance cost of $ | ||||||||
| Accrued interest | ||||||||
| Government grant liability net of current | ||||||||
| Operating lease liabilities, net of current | ||||||||
| Other liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 12) | ||||||||
| Temporary Equity | ||||||||
| Redeemable noncontrolling interest | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock – par value $ | ||||||||
| Preferred stock, Series A – par value $ | ||||||||
| Common stock – par value $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying footnotes are an integral part of these unaudited Condensed Consolidated Financial Statements.
1
ONDAS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues, net | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit (loss) | ( | ) | ||||||
| Operating expenses: | ||||||||
| General and administration | ||||||||
| Sales and marketing | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense), net | ||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||
| Change in fair value of government grant liability | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Foreign exchange gain (loss), net | ( | ) | ||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less preferred dividends attributable to noncontrolling interest | ||||||||
| Less deemed dividends attributable to accretion of redemption value | ||||||||
| Net loss attributable to common stockholders | ( | ) | ( | ) | ||||
| Net loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||
The accompanying footnotes are an integral part of these unaudited Condensed Consolidated Financial Statements.
2
ONDAS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Redeemable Noncontrolling Interest | Common Stock | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Sale of redeemable preferred stock in Ondas Networks, net of issuance costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of warrants in connection with the sale of redeemable preferred stock in Ondas Networks | - | - | ||||||||||||||||||||||||||
| Preferred dividends attributable to redeemable noncontrolling interest | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Accretion of redeemable preferred stock in Ondas Networks | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Sale of common stock, net of issuance costs | ||||||||||||||||||||||||||||
| Issuance of warrants in Ondas Autonomous Systems, in connection with sale of common stock | - | - | ||||||||||||||||||||||||||
| Issuance of shares upon exercise of options | ||||||||||||||||||||||||||||
| Delivery of shares for vesting of restricted stock units | ||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of warrants in Ondas Networks, in connection with convertible note payable | - | - | ||||||||||||||||||||||||||
| Preferred dividends attributable to redeemable noncontrolling interest | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Accretion of redeemable preferred stock in Ondas Networks | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of shares for payment on convertible debt | ||||||||||||||||||||||||||||
| Issuance of shares upon exercise of options and warrants | ||||||||||||||||||||||||||||
| Delivery of shares for vesting of restricted stock units | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying footnotes are an integral part of these unaudited Condensed Consolidated Financial Statements.
3
ONDAS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of debt discount and issuance cost | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right of use asset | ||||||||
| Retirement of assets | ||||||||
| Change in fair value of government grant liability | ( | ) | ||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ( | ) | ||||
| Deposits and other assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Deferred revenue | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Other liabilities | ||||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Patent costs | ( | ) | ( | ) | ||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Purchase of software intangible | ( | ) | ||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from exercise of stock options and warrants | ||||||||
| Proceeds from convertible notes payable, net of issuance costs | ||||||||
| Proceeds from government grant | ||||||||
| Proceeds from sale of common stock, net of issuance costs | ||||||||
| Proceeds from sale of redeemable preferred stock in Ondas Networks, net of issuance costs | ||||||||
| Payments on government grant liability | ( | ) | ||||||
| Net cash flows provided by financing activities | ||||||||
| Decrease in cash, cash equivalents, and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents, and restricted cash beginning of period | ||||||||
| Cash, cash equivalents, and restricted cash end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ||||||||
| Preferred dividends attributable to redeemable noncontrolling interest | $ | $ | ||||||
| Accretion of redeemable preferred stock in Ondas Networks | $ | $ | ||||||
| Debt exchanged for common stock | $ | $ | ||||||
| Warrants in relation to sale of redeemable preferred stock in Ondas Networks | $ | $ | ||||||
| Warrants in Ondas Autonomous Systems, in relation to sale of common stock | $ | $ | ||||||
| Warrants in Ondas Networks, in relation to notes payable and convertible notes payable | $ | $ | ||||||
| Transfer of equipment into inventory | $ | $ | ||||||
| Operating leases right-of-use assets obtained in exchange of lease liabilities | $ | $ | ||||||
The accompanying footnotes are an integral part of these unaudited Condensed Consolidated Financial Statements.
4
ONDAS HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
The Company
Ondas Holdings Inc. (“Ondas Holdings”, “Ondas”, the “Company,” “we,” or “our”) was originally incorporated in Nevada on December 22, 2014, under the name of Zev Ventures Incorporated. On September 28, 2018, we acquired Ondas Networks Inc., a Delaware corporation (“Delaware Networks”), and changed our name to Ondas Holdings Inc. On August 5, 2021, we acquired American Robotics, Inc. (“American Robotics” or “AR”), a Delaware corporation. On January 23, 2023, we acquired Airobotics, Ltd. (“Airobotics”), an Israeli-based developer of autonomous drone systems. On December 6, 2023, the Company formed Ondas Autonomous Holdings Inc. (“OAH”), a Nevada corporation, as an intermediate holding company which now wholly-owns American Robotics and Airobotics. On August 8, 2024, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada, amending Ondas Autonomous Holdings Inc.’s name to Ondas Autonomous Systems Inc. (“OAS”). On August 7, 2024, the Company formed Ondas Networks Texas Inc., a Texas corporation and wholly owned subsidiary of the Company (“Texas Networks”). Pursuant to a certain Agreement and Plan of Merger, dated August 19, 2024, Delaware Networks merged with and into Texas Networks (the “Merger”) with Texas Networks being the surviving entity resulting from the Merger and shall continuing to exist and being governed by the laws of the State of Texas under the corporate name “Ondas Networks Inc.” (“Ondas Networks”).
As a result, Ondas Networks, OAS, American Robotics and Airobotics became our subsidiaries. Ondas’ corporate headquarters are located in Boston, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, American Robotics’ offices and facilities are located in Sparks, Maryland, and Airobotics’ offices and facilities are located in Petah Tikva, Israel.
Business Activity
Ondas is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks, OAS, Airobotics, and American Robotics. Ondas Networks provides wireless connectivity solutions. OAS provides drone and automated data solutions through its subsidiaries Airobotics and American Robotics. Ondas Networks and OAS together provide users in defense, homeland security, and critical infrastructure markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and OAS as separate business segments, and the following is a discussion of each segment.
Ondas Networks
Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drone operations, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16 standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we continue to take a leadership position in IEEE as it relates to wireless networking for industrial markets.
We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. By upgrading their legacy systems, customers benefit from significant increases in data throughput which enables new applications. We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing dated narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. The freight rail operators through the Association of American Railroads (“AAR”), its advisory subsidiary MxV Rail, as well as the American Railway Engineering and Maintenance Association (“AREMA”), have adopted the IEEE 802.16 standard for future private wireless networks. The IEEE 802.16t Direct Peer-to-Peer (“DPP”) protocol has been selected by the AAR as the new standard for Next Generation head-of-train / end-of-train (“HOT-EOT”) communications or “NGHE Gen4.” This new protocol for train telemetry operations enables new safety and operational improvements to existing HOT-EOT applications.
5
Our software-based FullMAX platform is an important and timely upgrade solution for privately-owned and operated wireless wide-area networks, leveraging Internet Protocol-based communications to provide security, more reliability and significant data throughput for our mission-critical infrastructure customers. We believe industrial and critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based protocols no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an intelligent networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge of large industrial networks and the efficient utilization of network capacity and scarce bandwidth.
Ondas Autonomous Systems (OAS)
Our OAS business unit develops and integrates drone-based solutions focusing on high-performance critical applications for government and Tier-1 commercial enterprises. Ondas is marketing comprehensive drone-based solutions to address the needs of governmental and commercial customers based on its commercially available platforms: the Optimus System™, a fully autonomous drone platform capable of continuous and multipurpose aerial data capturing and analytics, and the Iron Drone Raider™, a fully autonomous interceptor drone designed to neutralize small hostile drones.
Our unique, fully autonomous platforms enable cutting-edge aerial capabilities and are designed to serve and protect critical infrastructure and operations. Our business focuses on end-user entities in defense, homeland security, public safety, smart city, airport authorities, and other governmental entities together with commercial operators of critical industrial and technology facilities such as oil & gas, seaports, mining, and heavy construction as well as for data centers and semiconductor fabs. For these industries, OAS provides specialized real-time aerial data capturing and aerial protection solutions in the most complex environments such as urban areas, sensitive and critical facilities and field area operations, and high-priority projects. In addition, we offer a wide suite of supplementary, enabling services for successful implementation such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations.
Our portfolio companies, American Robotics and Airobotics, form a unique, powerful, and synergistic combination covering all the aspects required for successful Aerospace business together with data technologies and services for digital transformation industries. Our companies are specialized in addressing all the challenges arising along these types of product lifecycles including research and development, manufacturing, certification, and ongoing support.
OAS and its portfolio companies have already gained a track record of industry-leading regulatory successes including the securing of the first-of-its-kind Type Certification (TC) from the FAA for the Optimus 1-EX UAV on September 25, 2023, becoming the first autonomous security data capture UAV to achieve this distinction. TC, recognized as the highest echelon of Airworthiness Certification, streamline operational approvals for broad flight operations over people and infrastructure. The certification verifies the compliance of the system’s design with the required FAA airworthiness and noise standards, ensuring safe operation within the US National Airspace System (NAS) thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA Type Certification will enable drone operations beyond-visual-line-of-sight (BVLOS) without a human operator on-site. With a strong footprint in the US market and worldwide, we believe that OAS is well-positioned with proven technology, a unique offering, and strong capabilities to strategically transform critical operations with our cutting-edge drone tech and capabilities.
6
Liquidity
We have incurred losses since
inception and have funded our operations primarily through debt and the sale of capital stock. As of March 31, 2025, we had an accumulated
deficit of approximately $
In 2024, we raised approximately
$
In January 2025, we raised
approximately $
We expect to fund our operations for the next twelve months from the filing date of this Quarterly Report on Form 10-Q from the cash on hand as of March 31, 2025, gross profits generated from revenue growth, potential prepayments from customers for purchase orders, potential proceeds from warrants issued and outstanding, and additional funds that we may seek through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. There is substantial doubt that the funding plans will be successful and therefore the conditions discussed above have not been alleviated. As a result, there is substantial doubt about the Company’s ability to continue as a going concern for one year from May 15, 2025, the date the unaudited Condensed Consolidated Financial Statements were available for issuance.
Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products and services from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacture and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurance that we will generate revenue and cash as expected in our current business plan. We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial conditions, or results of operations.
7
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial statements for interim periods in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and the accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). The Company’s accounting policies are described in the “Notes to Consolidated Financial Statements” in the 2024 Form 10-K and are updated, as necessary, in this Form 10-Q. The December 31, 2024 consolidated balance sheet data presented for comparative purposes was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.
The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and our subsidiaries, Ondas Networks, OAS, American Robotics and Airobotics. All inter-company accounts and transactions between these entities have been eliminated in these unaudited Condensed Consolidated Financial Statements. The functional currency of the Company and all of our subsidiaries is the U.S. dollar.
Business Combinations
We utilize the purchase method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Ondas’ results of operations beginning on the respective acquisition dates and that assets acquired, and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our Condensed Consolidated Balance Sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the Condensed Consolidated Statements of Operations. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the Condensed Consolidated Statements of Cash Flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the Condensed Consolidated Statements of Cash Flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the Condensed Consolidated Statements of Cash Flows. The fair value of assets acquired, and liabilities assumed in certain cases, may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform goodwill impairment process.
8
The Company has recognized goodwill as part of the American Robotics acquisition in 2021 and Airobotics acquisition in 2023. In December 2024, the Company bypassed the qualitative analysis and proceeded directly to a quantitative analysis. The Company engaged a third-party service provider to carry out a valuation of the OAS reporting unit. Using a discounted cash flow model and market approach model with updated forecasts for revenue and cash flows, it was determined that the fair value of the OAS reporting unit was higher than the carrying value as of December 31, 2024.
Intangible assets represent patents, licenses, software and allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.
We amortize our intangible
assets with a finite life on a straight-line basis, over
Segment Information
Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and OAS as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales.
Use of Estimates
The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, fair values of financial instruments and goodwill, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly
liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2025 and December
31, 2024, we had no cash equivalents. Restricted cash includes cash that is not readily available for use in the Company’s operating
activities. Restricted cash is attributable to minimum cash reserve requirements for Airobotics’ credit cards. The Company periodically
monitors its positions with, and the credit quality of the financial institutions with which it invests. Periodically, throughout the
year, and as of March 31, 2025, the Company has maintained balances in excess of federally insured limits. As of March 31, 2025, the Company
was approximately $
Accounts Receivable
Accounts receivable are stated
at a gross invoice amount less an allowance for credit losses as well as net of any discounts or other forms of variable consideration.
We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability
to meet financial obligations, such as customer payment history, credit worthiness and receivable amounts outstanding for an extended
period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance
to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information
is received. We had allowance for credit losses as of March 31, 2025 and December 31, 2024. During the three months ended March 31,
2025 and 2024, we recognized $
9
Inventory
Inventories, which consist
solely of raw materials, work in process and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value,
net of reserves for obsolete inventory. We continually analyze our slow-moving and excess inventories. Based on historical and projected
sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced
by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down
to net realizable value. As of March 31, 2025 and December 31, 2024, such reserves were $
Inventory consists of the following:
| March 31, 2025 | December 31, 2024 | |||||||
| Raw Material | $ | $ | ||||||
| Work in Process | ||||||||
| Finished Goods | ||||||||
| Less Inventory Reserves | ( | ) | ( | ) | ||||
| Total Inventory, Net | $ | $ | ||||||
Property and Equipment
All additions, including improvements
to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation of property and
equipment is principally recorded using the straight-line method over the estimated useful lives of the assets. The estimated useful lives
typically are (i)
Impairment of Long-Lived Assets
Long-lived assets are evaluated
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such
indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying
value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows are less than its carrying
value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset
or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with
the risk involved. The impairment of long-lived assets was $
Research and Development
Costs for research and development are expensed as incurred except for research and development equipment with alternative future use. Research and development expenses consist primarily of salaries, salary-related expenses and costs of contractors and materials.
10
Fair Value of Financial Instruments
Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments. Our financial assets measured at fair value on a nonrecurring basis include right of use assets, goodwill and intangibles, which are adjusted to fair value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Our estimate of the fair value of right of use assets, goodwill and intangibles are based on expected future cash flows and actual results may differ from those estimates.
We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).
Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:
| Level 1 -- | Unadjusted quoted prices in active markets for identical assets or liabilities. |
| Level 2 -- | Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. | |
| Level 3 -- | Unobservable inputs for the asset or liability. |
The Company had no Level 3 assets that were required to be valued at fair value as of March 31, 2025 and December 31, 2024.
The Company had Level 3 liabilities
that are required to be valued at fair value as of March 31, 2025 and December 31, 2024. The fair value of the government grant liability
is determined as the sum of
| Government Grant Liability | ||||
| Balance as of December 31, 2024 | $ | |||
| Repayment on liability | ( | ) | ||
| Government grant proceeds received, adjusted to fair value | ||||
| Net loss on change in fair value of liability | ||||
| Balance as of March 31, 2025 | $ | |||
Deferred Offering Costs
The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financing is consummated. After consummation of equity financing, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs are expensed immediately as a charge to other income (expense) in the unaudited Condensed Consolidated Statements of Operations.
11
Government Grants
The government grant liability was assumed through the acquisition of Airobotics and asset purchase of Iron Drone. Airobotics and Iron Drone receive government grants from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”), and the grant funds are repayable to the extent that future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses.
At each reporting date, the
Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since
the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest
method, which is
Redeemable Noncontrolling Interests
In 2023 and 2024, Ondas Networks
Inc. entered into multiple agreements with a third party for the sale of redeemable preferred stock in Ondas Networks (see Note 9 –
Redeemable Noncontrolling Interest). The preferred stock accrues dividends at the rate per annum of eight percent (
| (i) | In respect of the 2023 investments, for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock. |
| (ii) | In respect of the 2024 investment, for the greater of one times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock. |
The applicable accounting guidance
requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable
(a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an
event that is not solely within the control of the issuer. As a result, the Company recorded the noncontrolling interest as redeemable
noncontrolling interest and classified it in temporary equity within its Condensed Consolidated Balance Sheets initially at its acquisition-date
estimated redemption value or fair value. In addition, the Company has elected to accrete the redeemable noncontrolling interest to the
full redemption value as of the earliest redemption date by accruing dividends at
Income Taxes
Income taxes are accounted
for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount
that will more likely than not be realized. In accordance with U.S. GAAP, we recognize the effect of uncertain income tax positions only
if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain
income tax positions are measured at the largest amount that is greater than
12
Stock-based Compensation
We calculate stock-based compensation expense for option awards (“Stock-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period in determining the fair value of Stock-based Awards. The expected term is based on the “simplified method”, due to the Company’s limited option exercise history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. Although we believe our assumptions used to calculate stock-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.
We recognize restricted stock
unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of the Company’s
common stock, par value $
Shipping and Handling
We expense all shipping and handling costs as incurred. These costs are included in Cost of goods sold on the accompanying unaudited Condensed Consolidated Statements of Operations.
Advertising and Promotional Expenses
We expense advertising and
promotional costs as incurred. We recognized expense of $
Post-Retirement Benefits
We have one 401(k) Savings
Plan for US employees that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this 401(k)
Plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We recognized
expense of $
Airobotics’ post-employment
benefits are usually funded by deposits with insurance companies and are classified as defined deposit plans or defined benefit plans.
Airobotics’ has defined deposit plans, in accordance with Section 14 of Severance Compensation Israeli Law, 1963, according to which
Airobotics regularly makes its payments without having a legal or implied obligation to make additional payments even if the fund has
not accumulated sufficient amounts to pay all employee benefits, in the current period and in previous periods. Deposits to a defined
benefit plan for severance pay or benefits, are recognized as an expense when deposited with the plan in parallel with receiving work
services from the employee. All of Airobotics’ employees in Israel are subject to Section 14 of Severance Compensation Israeli Law.
We recognized expense of $
Revenue Recognition
We derive our revenue from product sales, services, and development arrangements. We determine revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer.
13
Ondas has two business segments that generate revenue: Ondas Networks and OAS. Ondas Networks is engaged in the development, marketing, and sale of wireless radio systems for secure, wide area mission-critical, business-to-business networks. Ondas Networks generates revenue primarily from the sale of our FullMAX System and the delivery of related services, along with non-recurring engineering (“NRE”) development projects with certain customers. OAS generates revenue through the sales of their Optimus System™, the Iron Drone Raider™, and separately priced support, maintenance and ancillary services directly related to the sale of the Optimus System™ and the Iron Drone Raider™.
Product Sales Revenue
Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract.
Ondas Networks’ software and hardware, and OAS’ Optimus System™ and Iron Drone Raider™, are sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty.
Service and Subscription Revenue
Service revenue is comprised of separately priced support and maintenance sales, as well as ancillary services, directly related to product sales, including product training, installation, and onsite support. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service based on the stand-alone selling prices of these performance obligations which are stated in our contracts.
OAS also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. The customer pays for a monthly, annual, or multi-annual subscription service to remotely access the data collected by their autonomous systems. Data subscription service revenue is recognized on straight line basis over the length of the customer subscription agreement. If a subscription payment is received prior to installation and operation of their autonomous systems, it is held in deferred revenue and recognized after operation commences over the length of the subscription service.
Development Revenue
Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, in 2025 and 2024, a significant portion of this revenue is generated from one parent customer whereby Ondas Networks is to develop such applications to interoperate within the customers infrastructure. For these contracts, Ondas Networks and the customers work cooperatively, whereby the customers’ involvement is to provide technical specifications for the product design, as well as to review and approve the project progress at various markers based on predetermined milestones. The products developed are not able to be sold to any other customer and are based in part upon existing Ondas Networks and customer technology. Development revenue is typically recognized over time using a percentage of completion input method, whereby revenues are recorded on the basis of the Company’s estimates of satisfaction of the performance obligation based on the ratio of actual costs incurred to total estimated costs. The input method is utilized because management considers it to be the best available measure of progress as the performance obligations are completed.
Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of revenue and cost of revenue are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on the performance completed to date.
14
Payment Terms
Ondas Networks’ payment terms are Net 30 days from the date of the invoices for product and services related revenue. OAS’s payment terms vary and range from Net 30 days to Net 60 days from the date of the invoices for product and services related revenue. Payment terms for the majority of development related revenue carry milestone-related payment obligations which span the contract life. For milestone-based development contracts, the customer reviews the completed milestone and once approved, makes payment pursuant to the applicable contract.
Contracts with Multiple Performance Obligations
Our contracts may contain more than one of the products and services listed above, each of which is separately accounted for as a distinct performance obligation. We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract. We allocate the total transaction price to each distinct performance obligation in a multiple performance obligations arrangement on a relative standalone selling price basis. The standalone selling price reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. If a contract contains a single performance obligation, no allocation is required.
Contract Modification
Contracts that are modified to account for changes in contract specifications and requirements are assessed to determine if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the three months ended March 31, 2025, and 2024, there were no modifications to contract specifications.
Disaggregation of Revenue
The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Type of Revenue | ||||||||
| Product revenue | $ | $ | ||||||
| Service and subscription revenue | ||||||||
| Development revenue | ||||||||
| Total revenue | $ | $ | ||||||
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Timing of Revenue | ||||||||
| Revenue recognized point in time | $ | $ | ||||||
| Revenue recognized over time | ||||||||
| Total revenue | $ | $ | ||||||
15
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Country of Revenue, based on location services were provided or product was shipped to: | ||||||||
| United States | $ | $ | ||||||
| United Arab Emirates | ||||||||
| United Kingdom | ||||||||
| Israel | ||||||||
| India | ||||||||
| Total revenue | $ | $ | ||||||
Contract Assets and Liabilities
We recognize a receivable or
contract asset when we perform a service or transfer a good in advance of receiving consideration. A receivable is recorded when our right
to consideration is unconditional and only the passage of time is required before payment of that consideration is due. A contract asset
is recorded when we have recognized revenue over time in accordance with meeting our performance obligation but are unable to invoice
the customer yet based on the contractual invoicing terms. The contract asset is reclassified to a receivable when the right to consideration
becomes unconditional.
| Three Months Ended March 31, 2025 | Year Ended December 31, 2024 | |||||||
| Balance at beginning of period | $ | $ | ||||||
| Contract assets recognized | ||||||||
| Reclassification to Accounts receivable, net | ( | ) | ( | ) | ||||
| Balance at end of period | $ | $ | ||||||
We recognize a contract liability
(deferred revenue) when we receive consideration from a customer, or if we have the unconditional right to consideration (i.e., a receivable),
prior to satisfying the performance obligation. A contract liability is our obligation to transfer goods or services to a customer for
which we have received consideration, or an amount of consideration is due from the customer.
| Three Months Ended March 31, 2025 | Year Ended December 31, 2024 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Additions | ||||||||
| Transfer to revenue | ( | ) | ( | ) | ||||
| Transfer to general and administrative expense | ( | ) | ||||||
| Balance, end of period | $ | $ | ||||||
Revenue recognized during the
three months ended March 31, 2025 and 2024 that was included in the contract liability opening balance was $
16
Warranty Reserve
For our software and hardware products, we provide a limited one-year assurance-type warranty and for our development service, we provide no warranties. The assurance-type warranty covers defects in material and workmanship only. If a software or hardware component is determined to be defective after being tested by the Company within the one-year, the Company will repair, replace or refund the price of the covered hardware and/or software to the customer (not including any shipping, handling, delivery or installation charges). We estimate, based upon a review of historical warranty claim experience, the costs that may be incurred under our warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance-type warranties and has determined that the estimated outstanding warranty obligation as of March 31, 2025 and December 31, 2024 are immaterial to the Company’s unaudited Condensed Consolidated Financial Statements.
Leases
Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. As of March 31, 2025, the Company’s operating leases consisted of office spaces in Sunnyvale, CA (the “Oakmead Lease”), Sparks, MD, Waltham, MA (the “Waltham Lease”), and Petah Tikva, Israel (the “Airobotics Leases”).
On January 22, 2021, we entered
into a 24-month lease (effective April 1, 2021) with the owner and landlord (the “2021 Gibraltar Lease”), wherein the base
rate was $
On August 7, 2023, Ondas Networks
entered into a
On August 5, 2021, the Company
acquired American Robotics and the American Robotics Lease, located in Marlborough, Massachusetts, wherein the base rate was $
On October 8, 2021, American
Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. The Waltham Lease commenced on March 1, 2022, and
is scheduled to terminate on April 30, 2029, wherein the base rate is $
On January 15, 2024, American
Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in
Waltham, Massachusetts through April 30, 2029, the remaining lease term, for $
On January 1, 2025, American
Robotics entered into a 48-month operating lease agreement for office space in Sparks, Maryland through December 31, 2028, wherein base
rent is $
17
On January 23, 2023, the Company
acquired Airobotics and the Airobotics Leases, which includes office space in Petah Tikva, Israel leased according to three different
lease agreements. These agreements are with respect to different sections of the entire leased area and were in effect through December
31, 2023, February 28, 2024, and November 30, 2024 wherein the base rate of the entire leased area was approximately $
On November 25, 2024, Airobotics
entered into a 24-month lease agreement with the owner and landlord of office space in Dubai, United Arab Emirates (the “Dubai Office
Lease”). The Dubai Office Lease commenced on December 1, 2024, and is an operating lease through December 2, 2026. Base rent for
the full lease term is $
We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our Condensed Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of the lease payments. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying assets. We have elected not to separate lease and non-lease components for any class of underlying asset.
Lease Costs
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Components of total lease costs: | ||||||||
| Operating lease expense | $ | $ | ||||||
| Common area maintenance expense | ||||||||
| Short-term lease costs (1) | ||||||||
| Sublease income | ( | ) | ( | ) | ||||
| Total lease costs | $ | $ | ||||||
| (1) |
Lease Positions as of March 31, 2025 and December 31, 2024
ROU lease assets and lease liabilities for our operating leases were recorded in the Condensed Consolidated Balance Sheets as follows:
| March 31, 2025 | December 31, 2024 | |||||||
| Assets: | ||||||||
| Operating lease assets | $ | $ | ||||||
| Total lease assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Operating lease liabilities, current | $ | $ | ||||||
| Operating lease liabilities, net of current | ||||||||
| Total lease liabilities | $ | $ | ||||||
18
Other Leases Information
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating cash flows for operating leases | $ | $ | ||||||
| Weighted average remaining lease term (in years)- operating lease | ||||||||
| Weighted average discount rate – operating lease | % | % | ||||||
Undiscounted Leases Cash Flows
Future lease payments included in the measurement of lease liabilities on the unaudited Condensed Consolidated Balance Sheets as of March 31, 2025, as follows:
| Years ending December 31,(1) | ||||
| 2025 (9 months) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total future minimum lease payments | $ | |||
| Lease imputed interest | ( | ) | ||
| Total | $ | |||
| (1) |
Net Loss Per Common Share
Basic net loss per share is computed by dividing net loss available to common stockholders (the numerator) by the weighted average number of shares of Common Stock outstanding for each period (the denominator). Income available to common stockholders shall be computed by deducting the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income.
The computation of diluted net loss per share is similar to the computation of basic net loss per share except that the numerator may have to adjust for any dividends and income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of common stock, and the denominator may have to adjust to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued during the period to reflect the potential dilution that could occur from shares of common stock issuable through stock options, warrants, restricted stock units, or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and restricted stock units, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260. Because of the net loss for the three months ended March 31, 2025 and 2024, the impact of including this in our computation of diluted net loss per share was anti-dilutive.
19
The following potentially dilutive securities for the three months ended March 31, 2025 and 2024 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Warrants to purchase common stock | ||||||||
| Options to purchase common stock | ||||||||
| Potential shares issuable under 2022 Convertible Exchange Notes | ||||||||
| Potential shares issuable under 2023 Additional Notes | ||||||||
| Potential shares issuable under 2024 Additional Notes | ||||||||
| Restricted stock units | ||||||||
| Total potentially dilutive securities | ||||||||
Concentrations of Credit Risk
Financial instruments that
potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number
of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation
(FDIC) insurance limits. As of March 31, 2025, the Company was approximately $
Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for credit losses.
Concentration of Customers
Because we have only recently
invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our
revenue. Revenue from significant customers, those representing 10% or more of total revenue, was composed of three customers accounting
for
Accounts receivable from significant customers,
those representing 10% or more of the total accounts receivable, were composed of two customers accounting for
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets”, which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The adoption of this pronouncement as of January 1, 2025 had no impact on our accompanying unaudited Condensed Consolidated Financial Statements, as the Company has no crypto assets.
In November 2024, the FASB issued ASU No. 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”. The amendments in ASU No. 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion, applicable only to conversions that include the issuance of all equity securities issuable pursuant to the conversion privileges provided in the terms of the debt at issuance, and make additional clarifications to assist stakeholders in applying the guidance. For all entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The adoption of this pronouncement as of January 1, 2025 had no impact on our accompanying unaudited Condensed Consolidated Financial Statements, as the Company’s convertible debt instruments’ conversion privileges were not changed to induce conversion.
20
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s unaudited Condensed Consolidated Financial Statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s unaudited Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments in ASU No. 2024-03 require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For all public business entities, the amendments in ASU No. 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. In January 2025, the FASB issued ASU No. 2025-01, which clarified the above effective dates for ASU No. 2024-03. The Company is currently assessing the impact of adopting this standard on the Company’s unaudited Condensed Consolidated Financial Statements.
Reclassification
Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.
NOTE 3 – OTHER CURRENT ASSETS
Other current assets consist of the following:
| March 31, 2025 | December 31, 2024 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Advance to vendors | ||||||||
| Contract asset | ||||||||
| VAT input credit | ||||||||
| Prepaid software subscriptions | ||||||||
| Other prepaid expenses and current assets | ||||||||
| Total other current assets | $ | $ | ||||||
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NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
| March 31, 2025 | December 31, 2024 | |||||||
| Vehicles | $ | $ | ||||||
| Computer equipment | ||||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Development equipment | ||||||||
| Drones and base stations | ||||||||
| Machinery and Equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation expense for the
three months ended March 31, 2025 and 2024 was $
NOTE 5 – INTANGIBLE ASSETS
The components of intangible assets, all of which are finite lived, were as follows:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Useful Life | ||||||||||||||||||||||
| Patents | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Patents in process | ||||||||||||||||||||||||||||
| Licenses | ( | ) | ( | ) | ||||||||||||||||||||||||
| Software | ( | ) | ( | ) | ||||||||||||||||||||||||
| Trademarks | ( | ) | ( | ) | ||||||||||||||||||||||||
| FAA waiver | ( | ) | ( | ) | ||||||||||||||||||||||||
| Developed technology | ( | ) | ( | ) | ||||||||||||||||||||||||
| Non-compete agreements | ( | ) | ( | ) | ||||||||||||||||||||||||
| Marketing-related assets | ( | ) | ( | ) | ||||||||||||||||||||||||
| Customer relationships | ( | ) | ( | ) | ||||||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
Amortization expense for the
three months ended March 31, 2025 and 2024 was $
22
Expected amortization expense for the next five years for the intangible costs currently being amortized is as follows:
| Year Ending December 31, | Expected Amortization | |||
| 2025 (9 months) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
| March 31, 2025 | December 31, 2024 | |||||||
| Accrued payroll and other benefits | $ | $ | ||||||
| D&O insurance financing payable | ||||||||
| Accrued professional fees | ||||||||
| VAT payable | ||||||||
| Accrued interest | ||||||||
| Other accrued expenses and payables | ||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||
NOTE 7 – NOTES PAYABLE
2017 Convertible Promissory Note
On September 14, 2017, the Company and an individual entered into a convertible promissory note with unilateral conversion preferences by the individual (the “2017 Convertible Promissory Note”). On July 11, 2018, the Company’s Board approved certain changes to the 2017 Convertible Promissory Note wherein the conversion feature was changed from unilateral to mutual between the individual and the Company. The note matures on September 14, 2027.
The Company may at any time
on or after a qualified public offering convert any unpaid repayment at the IPO conversion price. The conversion price is the lesser of
the (i) price per share of Common Stock sold in the Qualified Public Offering, discounted by
As of March 31, 2025 and December
31, 2024, the total outstanding balance of the 2017 Convertible Promissory Note was $
2022 Convertible Promissory Notes
On
October 28, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors
pursuant to which we issued convertible notes (“2022 Convertible Promissory Notes”) in the principal amount of $
23
On January 20, 2023, the Company entered into an Amendment No. 1 to the Purchase Agreement (“Amended SPA”). The Amended SPA amends the notes as described below and was accounted for as a modification of the Purchase Agreement,
Pursuant
to the terms of the Amended SPA, on January 20, 2023, the Company exchanged the 2022 Convertible Promissory Notes, on a dollar-for-dollar
basis, into
The 2022 Convertible Exchange Notes are identical in all material respects to the 2022 Convertible Promissory Notes, except that they (i) are issued pursuant to the Base Indenture (as defined below) and the First Supplemental Indenture (as defined below); (ii) have a maturity date of October 28, 2024; (iii) allow for the Acceleration of Installment Amounts (as defined in the 2022 Convertible Exchange Notes) not to exceed eight (8) times the Installment Amount (as defined in the 2022 Convertible Exchange Notes) with respect to the Installment Date (as defined in the 2022 Convertible Exchange Notes) related to the Current Acceleration (as defined in the 2022 Convertible Exchange Notes); and (iv) modify the Acceleration Conversion Price (as defined in the 2022 Convertible Exchange Notes).
The 2022 Convertible Exchange Notes were issued pursuant to the first supplemental indenture (the “First Supplemental Indenture”), dated as of January 20, 2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the indenture entered into by and between the Company and the Trustee, dated as of January 20, 2023 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Initial Indenture”). The Initial Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the 2022 Convertible Exchange Notes include those set forth in the Initial Indenture and those made part of the Initial Indenture by reference to the Trust Indenture Act.
On July 21, 2023, the Company
entered into an agreement and waiver with the holder of the 2022 Convertible Exchange Notes (the “Agreement and Waiver,” together
with the Purchase Agreement and Amended SPA, the “SPA”) that included (i) extending the Maturity Date to from October 28,
2024 to April 28, 2025; (ii) waive the last sentence of Section 8(e) of the Notes (such that last sentence of Section 8(e) of the Notes
shall have no further force and effect) (the “Acceleration Waiver”); (iii) reduce the Conversion Price of the 2022 Convertible
Exchange Notes to the lower of (A) the Conversion Price then in effect and (B) the greater of (x) the Floor Price (as defined in the Notes)
then in effect and (y)
The
2022 Convertible Exchange Notes bear interest at the rate of
24
The “Installment Amount” will equal:
| (i) | for all Installment Dates other than the maturity date, the lesser of (x) the Holder Pro Rata Amount of $ |
| (ii) | on the maturity date, the principal amount then outstanding under the Note. |
Each
month, the note holders may accelerate a portion of the note due up to eight times the minimum Installment Amount of $
2023 Additional Notes
On July 24, 2023, pursuant
to the terms of the Purchase Agreement, as amended, an Investor elected to purchase
The 2023 Additional Notes bear
interest at the rate of
2024 Additional Notes
On December 3, 17, and 31,
2024, pursuant to the terms of the Purchase Agreement, as amended, an Investor elected to purchase
25
The 2024 Additional Notes bear interest at the rate of
As
of March 31, 2025, the total outstanding principal on the 2022 Convertible Exchange Notes, 2023 Additional Notes, and 2024 Additional
Notes was $
For the three months ended March 31, 2025, we recognized interest expense
of $
Ondas Networks Convertible Notes
On
July 8, 2024 and July 23, 2024, Charles & Potomac Capital, LLC, (“C&P”), an entity affiliated with Joseph Popolo,
a director of the Company, elected to purchase Convertible Notes in the aggregate original principal amount of $
On November 13, 2024, pursuant to the Securities Purchase Agreement,
dated November 13, 2024, by and between Networks and a private investor group (the "November Networks SPA"), multiple investors
elected to purchase Convertible Notes in the aggregate original principal amount of $
26
On January 15, 2025, pursuant to the Securities Purchase Agreement,
dated November 13, 2024, by and between Networks, the Company, and a private investor group (the "January Networks SPA," together with the
November Networks SPA, the "Networks SPA"), multiple investors elected to purchase Convertible Notes in the aggregate original
principal amount of $
On November 13, 2024 and January 15, 2025, in connection with the November
Networks Convertible Notes and January 2025 Networks Convertible Notes, Networks issued the investors warrants to purchase $
In the event Ondas Networks consummates an additional equity financing prior to the maturity date, the principal balance and unpaid accrued interest on the July Networks Convertible Notes, November Networks Convertible Notes and January Networks Convertible Notes will be convertible at the option of the Investor into conversion shares upon closing of the next round of equity financing.
As of March 31, 2025, the total outstanding principal on the July Networks
Convertible Notes, November Networks Convertible Notes, and January 2025 Networks Convertible Notes was $
OAS Convertible Notes
In
October and December 2024, multiple investors elected to purchase Convertible Notes in the aggregate original principal amount of $
In the event OAS consummates the next round of equity financing prior to the maturity date, the principal balance and unpaid accrued interest on the OAS Convertible Notes will be automatically converted into conversion shares upon closing of the next round of equity financing.
As
of March 31, 2025, the total outstanding principal on the OAS Convertible Notes was $
27
Ondas Networks Secured Note
On September 3, 2024, Networks entered into a Security Note Agreement
(the “C&P Security Agreement”) with C&P, in which, Networks may draw, and C&P shall loan Networks, up to $
On September 3, 2024 and October 7, 2024, pursuant to the C&P Security
Agreement, Networks issued C&P warrants to purchase $
As
of March 31, 2025, the total outstanding principal on the Networks Secured Note was $
Government Grant Liability
Airobotics has received grants
from the Israel Innovation Authority (“IIA”) to finance its research and development programs in Israel, through which Airobotics
received IIA participation payments in the aggregate amount of approximately $
The Company’s royalty
liability to the IIA as of March 31, 2025 and December 31, 2024, including grants received by Airobotics and the associated LIBOR interest
on all such grants, was $
28
NOTE 8 – STOCKHOLDERS’ EQUITY
Common Stock
As of March 31, 2025 and
December 31, 2024, the Company had
Preferred Stock
As of March 31, 2025 and December
31, 2024, the Company had
Form S-3
On February 2, 2024, the Company
initially filed with the SEC a new shelf Registration Statement on Form S-3 for up to $
On April 18, 2025, the Company initially filed with the SEC a new shelf
Registration Statement on Form S-3 for up to $
Stock Issued for Convertible Debt
The Company issued
During the three months ended March 31, 2024, there were no shares issued in lieu of cash payments on the 2022 Convertible Exchange Notes.
Sale of Common Stock in Ondas Holdings and Warrants to Purchase Common Stock of OAS
On February 26, 2024, the Company
entered into a Securities Purchase Agreement (the “Ondas Agreement”) with certain purchasers named therein (the “Ondas
Purchasers”) for the purchase and sale of (i) an aggregate of
The Company engaged a third-party
service provider to carry out an appraisal of the OAS Warrants, who ran a Monte Carlo simulation to determine the fair value of the OAS
Warrants as of February 26, 2024, which is $
Sale of Common Stock and Warrants in Ondas Holdings
On August 28, 2024, the Company
entered into a Securities Purchase Agreement, (the “Purchase Agreement”) with an institutional investor (the “Investor”),
pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor an aggregate
of
29
Each share of Common Stock
and accompanying Series A Warrant and Series B Warrant were sold together at a combined offering price of $
The Company used the Black-Scholes-Merton
option model (the “Black-Scholes Model”) to determine the fair value of warrants to purchase Common Stock of the Company,
which is $
Warrants to Purchase Preferred Stock of Networks
On September 3, 2024 and October 7, 2024, in connection with the Networks
Secured Note, pursuant to the Agreement, Networks issued C&P warrants to purchase $
On November 13, 2024 and January 15, 2025, in connection with the November
Networks Convertible Notes and January 2025 Networks Convertible Notes, Networks issued the investors warrants to purchase $
As of March 31, 2025, there
were
Warrants to Purchase Common Stock of Networks
On June 3, 2024, the Company
issued warrants to purchase
30
As of March 31, 2025, there
were
Warrants to Purchase Common Stock of the Company
We use the Black-Scholes-Merton option model (the “Black-Scholes Model”) to determine the fair value of warrants to purchase Common Stock of the Company. The Black-Scholes Model is an acceptable model in accordance with U.S GAAP. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the warrant.
The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the warrants. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available over a period equal to the expected life of the awards. We used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price.
A summary of our Warrants activity and related information is as follows:
| Number of Shares Under Warrant | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||
| Balance as of January 1, 2025 | $ | |||||||||||
| Exercised | ( | ) | ||||||||||
| Balance as of March 31, 2025 | $ | |||||||||||
| Vested and Exercisable as of March 31, 2025 | $ | |||||||||||
Total stock-based compensation
expense for warrants for the three months ended March 31, 2025 and 2024 was $
As of March 31, 2025, total
unrecognized compensation expense related to non-vested Warrants was $
Stock Options to Purchase Common Stock
The Company awards stock options
to certain employees, directors, and consultants, which represent the right to purchase common shares on the date of exercise at a stated
exercise price. Stock options granted to employees generally vest over a two to four-year period and are contingent on ongoing employment.
Compensation expenses related to these awards is recognized straight-line over the applicable vesting period. Stock options granted to
consultants are subject to the attainment of pre-established performance conditions. The actual number of shares subject to the award
is determined at the end of the performance period and may range from
On January 7, 2025, the Compensation Committee granted Ron Stern stock
options to purchase an aggregate of
31
On January 11, 2025, the Compensation
Committee granted an aggregate of
On January 23, 2025, the Compensation
Committee granted an aggregate of
The assumptions used in the Monte Carlo simulation and Black-Scholes Model are set forth in the table below.
| Three Months Ended March 31, 2025 | ||||
| Stock price | $ | |||
| Risk-free interest rate | ||||
| Volatility | ||||
| Expected life in years | ||||
| Dividend yield | ||||
A summary of our Option activity and related information is as follows:
| Number of Shares Under Option | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||
| Balance as of January 1, 2025 | $ | |||||||||||
| Granted | $ | |||||||||||
| Forfeited | ( | ) | $ | |||||||||
| Balance as of March 31, 2025 | $ | |||||||||||
| Vested and Exercisable as of March 31, 2025 | $ | |||||||||||
As of March 31, 2025, total
unrecognized compensation expense related to non-vested Options was $
Total stock-based compensation expense for stock options for the three months ended March 31, 2025 and 2024 is as follows:
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| General and administrative | $ | $ | ||||||
| Sales and marketing | ( | ) | ||||||
| Research and development | ||||||||
| Cost of goods sold | ||||||||
| Total stock-based expense related to options | $ | $ | ||||||
32
Restricted Stock Units
The Company awards Restricted Stock Units (“RSUs”) to certain employees and directors, which represent a right to receive common stock for each RSU that vests. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period.
On January 11, 2025, the Compensation
Committee granted an aggregate of
On February 21, 2025, the Compensation
Committee granted
A summary of our RSUs activity and related information is as follows:
| RSUs | Weighted Average Grant Date Fair Value | Weighted Average Vesting Period (Years) | ||||||||||
| Unvested balance at January 1, 2025 | $ | |||||||||||
| Granted | $ | |||||||||||
| Vested | ( | ) | $ | |||||||||
| Unvested balance at March 31, 2025 | $ | |||||||||||
As of March 31, 2025 the unrecognized
compensation expense for RSUs was $
Total stock-based compensation expense for RSUs for the three months ended March 31, 2025 and 2024 is as follows:
| Three Months Ended March 31, |
||||||||
| 2025 | 2024 | |||||||
| General and administrative | $ | $ | ||||||
| Sales and marketing | ||||||||
| Research and development | ||||||||
| Cost of goods sold | ||||||||
| Total stock-based expense related to RSUs | $ | $ | ||||||
Equity Incentive Plan
In 2018, our stockholders adopted
the 2018 Equity Incentive Plan (the “2018 Plan”) pursuant to which
In 2021, our stockholders adopted
the Ondas Holdings Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The purpose of the 2021 Plan is to enable the Company
to attract, retain, reward, and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary
interest in the Company and to incentivize them to expend maximum efforts for the growth and success of the Company, so as to strengthen
the mutuality of the interests between the eligible individuals and the shareholders of the Company. The 2021 Plan provides for the issuance
of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. On November
18, 2024, stockholders of the Company approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Common
Stock authorized for issuance under the 2021 Plan from
33
NOTE 9 – REDEEMABLE NONCONTROLLING INTEREST
Networks Series A-1 Preferred Stock
On July 9, 2023, Ondas Networks
entered into a Preferred Stock Purchase Agreement with an initial purchaser named therein (the “Initial Purchaser”) to purchase
preferred stock of Ondas Networks, $
The Preferred Stock accrues
dividends at the rate per annum of eight percent (
On July 21, 2023, Ondas
Networks entered into a certain Amendment to Preferred Stock Purchase Agreement (the “Networks Amendment,” together with the
Original Networks Agreement, the “2023 Networks Agreement”). Pursuant to the Networks Amendment, in exchange for an initial
sale of shares of Networks Preferred Stock, the Initial Purchaser acquired the following (the “Initial Networks Closing”),
for gross proceeds to Ondas Networks of $
Ondas Networks will use the proceeds from the sale of the Networks Preferred Stock for working capital and other general corporate purposes, including fees related to the transactions contemplated by the 2023 Networks Agreement. No portion of the proceeds will be distributed to the Company.
Also on July 21, 2023, Ondas Networks completed the Initial Networks Closing. In connection with the Initial Networks Closing, the Company issued the Initial Warrants. Also, in connection with the Initial Closing, the parties entered into an indemnification agreement, investors’ rights agreement, right of first refusal agreement, and voting agreement. Forms of each of these agreements are attached to Exhibit 10.1 to Form 8-K filed on July 28, 2023.
On August 11, 2023, Ondas Networks
completed the Second Initial Purchaser Closing. In connection with the Second Initial Purchaser Closing, the Company issued Second Initial
Purchaser Warrants. Following the Second Initial Purchaser Closing, the Initial Purchaser has invested an aggregate of $
34
The Company assessed the Networks
Preferred Stock in accordance with ASC 480 and determined that it should be recorded as temporary equity and not as a liability. The initial
valuation was assigned to the Networks Preferred Stock and the Initial Warrants and Second Initial Purchaser Warrants on relative fair
values, with the initial valuation of the noncontrolling interest being $
Networks Series A-2 Preferred Stock
On February 26, 2024, Ondas
Networks entered into a second Preferred Stock Purchase Agreement (the “Networks Agreement”) for an investment of $
Pursuant to the Networks Agreement,
the Networks Purchasers acquired the following in the Networks Offering for gross proceeds to Ondas Networks of $
The Networks Series A-2 Preferred
Stock accrues dividends at the rate per annum of eight percent (
Pursuant to the Networks Agreement, the Company entered into a registration rights agreement with the purchasers to register the resale of the Company’s Common Stock underlying the Holdings Warrants pursuant to a registration statement to be filed no later 180 days following the closing of the Networks Offering. Also, pursuant to the Networks Agreement, the Networks Purchasers became parties to those certain investors’ rights agreement, right of first refusal agreement, and voting agreement, dated July 21, 2023.
Ondas Networks used the proceeds from the sale of the Networks Offering Securities to immediately redeem an amount of shares of Networks Common Stock at the Per Share Price held by the Company that was equivalent to the amount of proceeds raised in the sale of the Networks Offering Securities.
The issuance of the Networks Offering Securities was exempt from registration requirements of the Securities Act pursuant to Section 4(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Networks Purchasers that it was an “accredited investor” (as defined under Rule 501 of Regulation D) and that it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the Networks Offering Securities. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.
35
The Company assessed the Networks
Series A-2 Preferred Stock in accordance with ASC 480 and determined that it should be recorded as temporary equity and not as a liability.
The initial valuation was assigned to the Networks Series A-2 Preferred Stock and the Warrants based on relative fair values, with the
initial valuation of the noncontrolling interest being $
The Company recorded accrued
dividends of $
NOTE 10 – SEGMENT INFORMATION
Operating segments are defined
as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision
Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is
its Chief Executive Officer. Segment operating loss and segment loss before provision for income taxes are the measures of profit and
loss used by the CODM to assess performance and to decide how to allocate resources for each of the Company’s reportable segments.
Segment operating loss and segment loss before provision for income taxes are used to monitor actual results versus planned and prior
period results for each segment based on their respective profitability objectives and business models. Segment operating loss and segment
loss before provision for income taxes are also used to allocate human and capital resources among the reportable segments. The Company
determined it has
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Ondas Networks | OAS | Total | Ondas Networks | OAS | Total | |||||||||||||||||||
| Product revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Service and subscription revenue | ||||||||||||||||||||||||
| Development revenue | ||||||||||||||||||||||||
| Revenue, net | ||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administration | ||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||
| Segment operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other segment items | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Segment loss before provision for income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Corporate operating expenses | ( | ) | ( | ) | ||||||||||||||||||||
| Elimination of intercompany interest | ||||||||||||||||||||||||
| Corporate interest income | ||||||||||||||||||||||||
| Corporate interest expense | ( | ) | ( | ) | ||||||||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
36
Additional segment information is set forth below as of and for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Ondas Networks | OAS | Total | Ondas Networks | OAS | Total | |||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Stock-based compensation | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
NOTE 11 – INCOME TAXES
The Company had a net deferred
tax asset of $
As of December 31, 2024, the Company and Ondas Networks, respectively,
had Federal net operating loss carryforwards ("NOLs") of approximately $
In assessing the realization of deferred tax assets, including the NOLs, the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time.
In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s Federal Carryforwards could be limited in the event of a change in ownership. As of December 31, 2021, the Company completed an analysis and determined that there were multiple ownership changes. Provided sufficient taxable income is generated the annual base limitation plus increased limitation calculated pursuant to IRS Notice 2003-65 will allow the Company to utilize all existing losses within the carryover periods.
The Company applies the FASB’s
provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For
tax positions meeting the more-likely-than-not threshold, the amount recognized in the unaudited Condensed Consolidated Financial Statements
is the largest benefit that has a greater than
As of March 31, 2025 and December 31, 2024, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year.
37
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of March 31, 2025.
On October 27, 2023, the Company
reached a settlement agreement for legal proceedings related to Ardenna in which the Company is entitled to receive $
On June 6, 2024, Airobotics
filed a Notice of Non-Payment with the Abu Dhabi Civil Courts in connection with a customer’s lack of payment relating to a purchase
order and breach of a settlement agreement in relation to such purchase order. A performance order was filed on July 11, 2024, and rejected
on July 17, 2024 by the Abu Dhabi Civil Courts. On July 30, 2024, Airobotics appealed the rejection of the performance order. On August
28, 2024, the Abu Dhabi Civil Court of Appeals accepted the appeal and appointed an expert to review the case. On October 9, 2024, the
Abu Dhabi Civil Court of Appeals ruled in favor of Airobotics for the full amount of the initial purchase order less amounts paid to date
by the customer (without taking into consideration the terms of the settlement agreement breached by the customer), which resulted in
a total award of $
War in Israel
On October 7, 2023, the State of Israel, where Airobotics’ main offices and facilities are located, suffered a surprise attack by hostile forces from the Gaza Strip, which led to the Security Cabinet of the State of Israel declaring a state of war in Israel. This military operation and related activities are on-going as of the date of this filing.
The Company is closely monitoring how the military operation and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future operations, including the Company’s ability to import materials that are required to construct the Optimus System™ and to ship them outside of Israel. Although there have been disruptions in our business and operations, the Company has determined that there have not been any materially adverse effects on its business or operations. The Company does not believe the disruptions in its business and operations will have an enduring impact on its business and operations, but it continues to monitor the situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli office to support the Company’s activities. The Company does not have any specific contingency plans in the event of any such escalation or change.
NOTE 13 – RELATED PARTY TRANSACTIONS
As of March 31, 2025 and December
31, 2024, the Company owed $
Networks Convertible Notes (See Note 7 – Notes Payable)
On
July 8, 2024, July 23, 2024, and November 13, 2024 C&P elected to purchase Convertible Notes in Networks in the aggregate original
principal amount of $
Along with the November 13, 2024 Networks Convertible Notes, Networks
issued C&P warrants to purchase $
As
of March 31, 2025, the total outstanding principal on the C&P Networks Convertible Notes was $
38
OAS Convertible Notes (See Note 7 – Notes Payable)
In October and December 2024,
C&P elected to purchase Convertible Notes in OAS in the aggregate original principal amount of $
On October 10, 2024, Privet
Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the Company and OAS, elected to purchase a
Convertible Note in OAS in the original principal amount of $
Networks Secured Note (See Note 7 – Notes Payable)
On September 3, 2024, Networks entered into the C&P Security Agreement
with C&P, in which Networks may draw, and C&P shall loan Networks, up to $
On September 3, 2024 and October 7, 2024, pursuant to the C&P Security
Agreement, Networks issued C&P warrants to purchase $
As of March 31, 2025, the total
outstanding principal on the Networks Secured Note was $
39
Sale of Common Stock in Ondas Holdings and Warrants to Purchase Common Stock of OAS (See Note 8 – Stockholders’ Equity)
On February 26, 2024, the Company
completed a direct registered offering with certain purchasers with respect to the sale of (i) an aggregate of
Warrants to Purchase Common Stock of the Company (See Note 8 – Stockholders’ Equity)
On June 21, 2024, the Company
issued warrants to purchase
Networks Series A-1 Preferred Stock (See Note 9 – Redeemable Noncontrolling Interest)
On July 21, 2023 and August 11, 2023, Ondas Networks completed the first and second tranche of a private placement with Stage 1 Growth Fund LLC (Series WAVE, Class A) (the “SPV”), respectively. See Note 9 – Redeemable Noncontrolling Interest, Networks Series A-1 Preferred Stock, for further details.
C&P is the proxy for the members of the SPV, and the manager of the SPV must act in accordance with C&P’s direction with respect to exercise and voting of the issuer’s securities and derivative securities held by the SPV. Joseph Popolo, a director of the Company, is the sole control person of C&P.
Networks Series A-2 Preferred Stock (See Note 9 – Redeemable Noncontrolling Interest)
On February 26, 2024, Ondas
Networks completed a private placement with certain purchasers with respect to the sale of (i)
NOTE 14 – SUBSEQUENT EVENTS
Management has evaluated subsequent events as of May 15, 2025, the date the unaudited Condensed Consolidated Financial Statements were issued according to the requirements of ASC Topic 855.
Subsequent to March 31, 2025, the Company issued
On May 12, 2025, stockholders
of the Company approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized
shares of Common Stock from
On May 12, 2025, stockholders of the Company approved an amendment
to the 2021 Plan to increase the number of shares of the Company’s Common Stock authorized for issuance under the 2021 Plan from
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
The following discussion and analysis provide information which our management believes to be relevant to an assessment and understanding of the results of operations and financial condition of Ondas Holdings Inc. (“Ondas,” “we” or the “Company”). This discussion should be read together with our unaudited Condensed Consolidated Financial Statements and the notes included therein, which are included in this Quarterly Report on Form 10-Q (the “Report”). This information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025, including the audited consolidated financial statements and notes included therein as of and for the year ended December 31, 2024 (“2024 Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. For a description of factors that may cause our actual results to differ materially from those anticipated in these forward-looking statements, please refer to the below section of this Report titled “Cautionary Note Regarding Forward-Looking Statements.” The reported results will not necessarily reflect future results of operations or financial condition.
Overview
Ondas Holdings Inc. (“Ondas Holdings,” the “Company,” “we” or “our”) is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc., a Texas corporation (“Ondas Networks”), Ondas Autonomous Systems Inc., a Nevada corporation (“OAS”), which wholly-owns Airobotics Ltd., an Israeli company (“Airobotics”), and American Robotics, Inc., a Delaware corporation (“American Robotics”).
Ondas Networks provides wireless connectivity solutions. OAS provides drone and automated data solutions through its subsidiaries Airobotics and American Robotics. Ondas Networks and OAS together provide users in defense, homeland security, and critical infrastructure markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and OAS as separate business segments, and the following is a discussion of each segment. See Note 1, Note 2, and Note 10 of the accompanying unaudited Condensed Consolidated Financial Statements for further information regarding our segments.
Ondas Networks Segment
Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drone operations, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16 standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we continue to take a leadership position in IEEE as it relates to wireless networking for industrial markets.
We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. By upgrading their legacy systems, customers benefit from significant increases in data throughput which enables new applications. We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing dated narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. The freight rail operators through the Association of American Railroads (“AAR”), its advisory subsidiary MxV Rail, as well as the American Railway Engineering and Maintenance Association (“AREMA”), have adopted the IEEE 802.16 standard for future private wireless networks. The IEEE 802.16t Direct Peer-to-Peer (“DPP”) protocol has been selected by the AAR as the new standard for Next Generation head-of-train / end-of-train (“HOT-EOT”) communications or “NGHE Gen4.” This new protocol for train telemetry operations enables new safety and operational improvements to existing HOT-EOT applications.
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Our software-based FullMAX platform is an important and timely upgrade solution for privately-owned and operated wireless wide-area networks, leveraging Internet Protocol-based communications to provide security, more reliability and significant data throughput for our mission-critical infrastructure customers. We believe industrial and critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based protocols no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an intelligent networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge of large industrial networks and the efficient utilization of network capacity and scarce bandwidth.
Industry Partnerships
Ondas Networks continues to develop partnerships in the rail space to develop and market wireless communications products and services based on Ondas Networks’ technology. Our partnership with Siemens Mobility (“Siemens”) is geared to market our FullMAX-based networking technology and services and to jointly develop certain wireless communications products for the North American Rail Industry based on Siemens’ Advanced Train Control System (“ATCS”) protocol and our FullMAX MC-IoT platform. We are working with other industry partners to commercialize our platform technologies for specific use cases and to drive broad industry adoption of dot16 applications.
OAS Segment
Our OAS business unit develops and integrates drone-based solutions focusing on high-performance critical applications for government and Tier-1 commercial enterprises. Ondas is marketing comprehensive drone-based solutions to address the needs of governmental and commercial customers based on its commercially available platforms: the Optimus System™, a fully autonomous drone platform capable of continuous and multipurpose aerial data capturing and analytics, and the Iron Drone Raider™, a fully autonomous interceptor drone designed to neutralize small hostile drones.
Our unique, fully autonomous platforms enable cutting-edge aerial capabilities and are designed to serve and protect critical infrastructure and operations. Our business focuses on end-user entities in defense, homeland security, public safety, smart city, airport authorities, and other governmental entities together with commercial operators of critical industrial and technology facilities such as oil & gas, seaports, mining, and heavy construction as well as for data centers and semiconductor fabs. For these industries, OAS provides specialized real-time aerial data capturing and aerial protection solutions in the most complex environments such as urban areas, sensitive and critical facilities and field area operations, and high-priority projects. In addition, we offer a wide suite of supplementary, enabling services for successful implementation such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations.
Our portfolio companies, American Robotics and Airobotics, form a unique, powerful, and synergistic combination covering all the aspects required for successful Aerospace business together with data technologies and services for digital transformation industries. Our companies are specialized in addressing all the challenges arising along these types of product lifecycles including research and development, manufacturing, certification, and ongoing support.
OAS and its portfolio companies have already gained a track record of industry-leading regulatory successes including the securing of the first-of-its-kind Type Certification (TC) from the FAA for the Optimus 1-EX UAV on September 25, 2023, becoming the first autonomous security data capture UAV to achieve this distinction. TC, recognized as the highest echelon of Airworthiness Certification, streamline operational approvals for broad flight operations over people and infrastructure. The certification verifies the compliance of the system’s design with the required FAA airworthiness and noise standards, ensuring safe operation within the US National Airspace System (NAS) thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA Type Certification will enable drone operations beyond-visual-line-of-sight (BVLOS) without a human operator on-site. With a strong footprint in the US market and worldwide, we believe that OAS is well-positioned with proven technology, a unique offering, and strong capabilities to strategically transform critical operations with our cutting-edge drone tech and capabilities.
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War in Israel
On October 7, 2023, the State of Israel, where Airobotics’ main offices and facilities are located, suffered a surprise attack by hostile forces from the Gaza Strip, which led to the Security Cabinet of the State of Israel declaring a state of war in Israel. This military operation and related activities are on-going as of the date of this filing.
The Company is closely monitoring how the military operation and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future operations, including the Company’s ability to import materials that are required to construct the Optimus System™ and to ship them outside of Israel. Although there have been disruptions in our business and operations, the Company has determined that there have not been any materially adverse effects on its business or operations. The Company does not believe the disruptions in its business and operations will have an enduring impact on its business and operations, but it continues to monitor the situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli office to support the Company’s activities. The Company does not have any specific contingency plans in the event of any such escalation or change.
Results of Operations
Three months ended March 31, 2025 compared to three months ended March 31, 2024
| Three Months Ended March 31, | ||||||||||||
| Increase | ||||||||||||
| 2025 | 2024 | (Decrease) | ||||||||||
| Revenue, net | $ | 4,248,182 | $ | 625,009 | $ | 3,623,173 | ||||||
| Cost of goods sold | 2,759,632 | 1,019,991 | 1,739,641 | |||||||||
| Gross profit | 1,488,550 | (394,982 | ) | 1,883,532 | ||||||||
| Operating expenses: | ||||||||||||
| General and administrative | 5,909,398 | 3,898,089 | 2,011,309 | |||||||||
| Sales and marketing | 2,430,110 | 1,321,149 | 1,108,961 | |||||||||
| Research and development | 3,459,480 | 3,512,975 | (53,495 | ) | ||||||||
| Total operating expenses | 11,798,988 | 8,732,213 | 3,066,775 | |||||||||
| Operating loss | (10,310,438 | ) | (9,127,195 | ) | (1,183,243 | ) | ||||||
| Total other income (expense), net | (3,825,912 | ) | (748,889 | ) | (3,077,023 | ) | ||||||
| Net loss | $ | (14,136,350 | ) | $ | (9,876,084 | ) | $ | (4,260,266 | ) | |||
Revenues
| Three Months Ended March 31, | ||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||
| Revenue, net | ||||||||||||
| Ondas Networks | $ | 227,066 | $ | 311,832 | $ | (84,766 | ) | |||||
| OAS | 4,021,116 | 313,177 | 3,707,939 | |||||||||
| Total | $ | 4,248,182 | $ | 625,009 | $ | 3,623,173 | ||||||
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Our revenues increased by $3,623,173 to $4,248,182 for the three months ended March 31, 2025, compared to $625,009 for the three months ended March 31, 2024. Revenues during the three months ended March 31, 2025, included $3,223,973 for products, $808,841 for service and subscriptions, and $215,368 for development agreements, primarily with Siemens. Revenues during the three months ended March 31, 2024, included $2,274 for products, $309,587 for service and subscriptions, and $313,148 for development agreements primarily with Siemens. The increase in our revenues were primarily the result of approximately $3,224,000 in increased product sales and $502,000 in increased service revenue at OAS, which had multi-drone sales with associated services in the three months ended March 31, 2025, but no comparable sales in the three months ended March 31, 2024. These increases were partially offset by a decrease of approximately $98,000 in development revenue, primarily with Siemens, and a decrease of approximately $5,000 in product and service revenue at Ondas Networks, as further orders have been delayed by the railroads as they work on implementing the 900 MHz band network.
Cost of goods sold
| Three Months Ended March 31, | ||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||
| Cost of goods sold | ||||||||||||
| Ondas Networks | $ | 381,648 | $ | 416,618 | $ | (34,970 | ) | |||||
| OAS | 2,377,984 | 603,373 | 1,774,611 | |||||||||
| Total | $ | 2,759,632 | $ | 1,019,991 | $ | 1,739,641 | ||||||
Our cost of goods sold increased by $1,739,641 to $2,759,632 for the three months ended March 31, 2025, compared to $1,019,991 for the three months ended March 31, 2024. The increase in cost of goods sold was primarily a result of increased revenue for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. Cost of goods sold at OAS did not increase in the same ratio as revenue due to fixed manufacturing costs.
Gross profit (loss)
| Three Months Ended March 31, | ||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||
| Gross profit (loss) | ||||||||||||
| Ondas Networks | $ | (154,582 | ) | $ | (104,786 | ) | $ | (49,796 | ) | |||
| OAS | 1,643,132 | (290,196 | ) | 1,933,328 | ||||||||
| Total | $ | 1,488,550 | $ | (394,982 | ) | $ | 1,883,532 | |||||
Our gross profit increased by $1,883,532 to $1,488,550 for the three months ended March 31, 2025 compared to a gross loss of 394,982 for the three months ended March 31, 2024. Gross margin for the three months ended March 31, 2025 and 2024 was 35% and (63%), respectively. The increase in gross margin of 98% is primarily related to the increase in product revenue at OAS, which has higher gross margins as compared to the service and subscription revenue recognized in the three months ended March 31, 2024.
Operating Expenses
| Three Months Ended March 31, | ||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||
| Operating expenses: | ||||||||||||
| General and administrative | $ | 5,909,398 | $ | 3,898,089 | $ | 2,011,309 | ||||||
| Sales and marketing | 2,430,110 | 1,321,149 | 1,108,961 | |||||||||
| Research and development | 3,459,480 | 3,512,975 | (53,495 | ) | ||||||||
| Total | $ | 11,798,988 | $ | 8,732,213 | $ | 3,066,775 | ||||||
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Our principal operating costs include the following items as a percentage of total expense.
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Human resource costs, including benefits | 55 | % | 42 | % | ||||
| Travel and entertainment | 2 | % | 2 | % | ||||
| Other general and administration costs: | ||||||||
| Professional fees and consulting expenses | 9 | % | 6 | % | ||||
| Other expense | 6 | % | 11 | % | ||||
| Depreciation and amortization | 11 | % | 14 | % | ||||
| Other research and deployment costs, excluding human resources and travel and entertainment | 13 | % | 23 | % | ||||
| Other sales and marketing costs, excluding human resources and travel and entertainment | 4 | % | 2 | % | ||||
Operating expenses increased by $3,066,775, or 35%, as a result of the following items:
| Human resource costs, including benefits | $ | 2,895,481 | ||
| Travel and entertainment | 49,951 | |||
| Other general and administration costs: | ||||
| Professional fees and consulting expenses | 565,185 | |||
| Other expense | (303,122 | ) | ||
| Depreciation and amortization | 43,796 | |||
| Other research and development costs, excluding human resources and travel and entertainment | (451,672 | ) | ||
| Other sales and marketing costs, excluding human resources and travel and entertainment | 267,156 | |||
| $ | 3,066,775 |
The increase in operating expenses was primarily due to:
| (i) | An increase of approximately $2,895,000 in human resource costs, including an increase in stock-based compensation at the Company of approximately $1,187,000 for new stock options and RSUs granted during the three months ended March 31, 2025, an increase of approximately $1,289,000 related to an increase in taxable fringe benefit expense, for tax on employee benefits such as Company subsidized vehicles, meals, and other expenses, at OAS primarily as the result of an audit by the Israeli government for previous years, an increase of approximately $253,000 in salary and benefit expense related to an increase in headcount in our sales and marketing department as we work on improving sales, and an increase of approximately $153,000 in bonus expense at Ondas Networks due to a new bonus structure implemented in 2025; |
| (ii) | An increase of approximately $565,000 in professional fees and consulting expenses, of which an increase of approximately $715,000 relates to legal and accounting fee costs, primarily related to the $450,000 recovery of legal fees from the settlement agreement for legal proceedings related to Ardenna, which reduced our legal fee expenses during the three months ended March 31, 2024, and approximately $265,000 relates to increased use of accounting consultants and increased audit fees. These increases were partially offset by a decrease of approximately $150,000 in other third-party contractors and consultants; |
| (iii) | A decrease of approximately $303,000 in other expense, of which approximately $225,000 relates to reduced rent and facilities charges, as Ondas Networks was paying two office leases during the three months ending March 31, 2024 as compared to one lease during the three months ended March 31, 2025, approximately $30,000 relates to a reduction in the Company’s D&O insurance expense, and approximately $48,000 relates to a increase in our allocation of other general and administrative costs to research and development; |
| (iv) | A decrease of approximately $452,000 in other research and development costs, excluding human resources and travel and entertainment, primarily related to a decrease in use of third-party research and development contractors and consultants; and |
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| (v) | An increase of approximately $267,000 in other sales and marketing costs, excluding human resources and travel and entertainment, of which approximately $196,000 relates to an increase in use of sales and marketing third-party contractors and consultants and approximately $71,000 relates to increased attendance at trade shows and other marketing events. |
Operating Loss
| Three Months Ended | ||||||||||||
| March 31, | ||||||||||||
| 2025 | 2024 | Increase | ||||||||||
| Operating loss | $ | (10,310,438 | ) | $ | (9,127,195 | ) | $ | (1,183,243 | ) | |||
As a result of the foregoing, our operating loss increased by $1,183,243, or 13%, to $10,310,438 for the three months ended March 31, 2025, compared with $9,127,195 for the three months ended March 31, 2024. Operating loss increased as a result of the increase of $3,066,775 in operating expenses described above for the three months ended March 31, 2025, partially offset by the increase of $1,883,532 in gross profit for the three months ended March 31, 2025.
Total Other Income (Expense), net
| Three Months Ended | ||||||||||||
| March 31, | ||||||||||||
| 2025 | 2024 | Increase | ||||||||||
| Total other income (expense), net | $ | (3,825,912 | ) | $ | (748,889 | ) | $ | (3,077,023 | ) | |||
Total other expense, net increased by $3,077,023, to $3,825,912 for the three months ended March 31, 2025, compared with $748,889 for the three months ended March 31, 2024. Total other expense, net increased primarily as a result of the increase in interest expense, amortization of debt discount, and amortization of debt issuance costs for the 2024 Additional Notes, Ondas Networks Convertible Notes, OAS Convertible Notes, and Networks Secured Note. For a summary of our outstanding Notes Payable, see Note 7 in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Net Loss
| Three Months Ended | ||||||||||||
| March 31, | ||||||||||||
| 2025 | 2024 | Increase | ||||||||||
| Net loss | $ | (14,136,350 | ) | $ | (9,876,084 | ) | $ | (4,260,266 | ) | |||
As a result of the net effects of the foregoing, net loss increased by $4,260,266, or 43%, to $14,136,350 for the three months ended March 31, 2025, compared with $9,876,084 for the three months ended March 31, 2024. Net loss per share of Common Stock, basic and diluted, was $(0.15) for the three months ended March 31, 2025, compared with $(0.17) for the three months ended March 31, 2024.
Summary of (Uses) and Sources of Cash
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash flows used in operating activities | $ | (6,659,264 | ) | $ | (7,455,524 | ) | ||
| Net cash flows used in investing activities | (195,019 | ) | (1,212,413 | ) | ||||
| Net cash flows provided by financing activities | 2,264,936 | 8,236,646 | ||||||
| Decrease in cash and restricted cash | (4,589,347 | ) | (431,291 | ) | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 29,999,321 | 15,022,000 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 25,409,974 | $ | 14,590,709 | ||||
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The principal use of cash in operating activities for the three months ended March 31, 2025, was to fund the Company’s current expenses primarily related to operating activities necessary to allow us to service and support customers.
The increase in cash flows used in operating activities of approximately $796,000 was primarily due to an increase in net loss of approximately $4,260,000, of which approximately $4,008,000 related to non-cash and credits, including depreciation, amortization of debt discount and issuance costs, amortization of intangibles assets and right of use asset, change in fair value of government grant liability, and stock-based compensation, offset by changes in operating assets and liabilities resulting in a cash inflow of approximately $1,048,000.
The decrease in cash flows used in investing activities of approximately $1,017,000 relates to a decrease in in purchases of equipment in the three months ended March 31, 2025.
The decrease in cash flows provided by financing activities of approximately $5,972,000 relates to the proceeds received from the sale of common stock in the Company of approximately of $3,859,000 and the sale of preferred stock in Ondas Networks of approximately $4,375,000 during the three months ended March 31, 2024. These decreases were partially offset set by an increase in proceeds of approximately $982,000 from the exercise of options and warrants, an increase in net proceeds of approximately $923,000 from the January 2025 Networks Convertible Notes, and an increase in proceeds, net of repayments, of approximately $357,000 from government grants during the three months ended March 31, 2025. For a summary of our outstanding Notes Payable, see Note 7 in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Liquidity and Capital Resources
We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. As of March 31, 2025, we had an accumulated deficit of approximately $250,504,000. As of March 31, 2025, we had net long-term borrowings outstanding of approximately $2,558,000 and short-term borrowings outstanding of approximately $38,732,000, net of debt discount and issuance costs of approximately $3,855,000, including accrued interest of approximately $2,178,000, of which approximately $230,000 is due to related parties. As of March 31, 2025, we had cash and restricted cash of approximately $25,410,000 and a working capital deficit of approximately $7,021,000. We had approximately $6,659,000 of net cash flows used in operations for the three months ended March 31, 2025.
In 2024, we raised approximately $36,997,000 of net proceeds from issuance of convertible notes in Ondas Holdings, Ondas Networks, and OAS; approximately $1,422,000 of net proceeds from issuance of secured notes in Ondas Networks; approximately $7,304,000 of net proceeds from issuing common stock in Ondas Holdings, warrants in Ondas Holdings, and warrants in OAS; and approximately $4,375,000 in net proceeds from issuing additional redeemable preference shares in Ondas Networks and warrants in Ondas Holdings.
In January 2025, we raised approximately $923,000 in proceeds, net of issuance costs, from issuance of convertible notes in Ondas Networks, $984,000 from the exercise of warrants in Ondas Holdings and $365,000 in Israeli government grants to Airobotics.
We expect to fund our operations for the next twelve months from the filing date of this Quarterly Report on Form 10-Q from the cash on hand as of March 31, 2025, gross profits generated from revenue growth, potential prepayments from customers for purchase orders, potential proceeds from warrants issued and outstanding, and additional funds that we may seek through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. There is substantial doubt that the funding plans will be successful and therefore the conditions discussed above have not been alleviated. As a result, there is substantial doubt about the Company’s ability to continue as a going concern for one year from May 15, 2025, the date the unaudited Condensed Consolidated Financial Statements were issued.
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Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products and services from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacture and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurance that we will generate revenue and cash as expected in our current business plan. We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial conditions, or results of operations.
Off-Balance Sheet Arrangements
As of March 31, 2025, we had no off-balance sheet arrangements.
Critical Accounting Estimates
Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses, as well as related disclosures. We base our estimates and judgments on historical experience and other assumptions that we believe to be reasonable at the time and under the circumstances, and we evaluate these estimates and judgments on an ongoing basis. Information concerning our critical accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2024 Form 10-K. There have been no significant changes in our critical accounting policies since the filing of the 2024 Form 10-K.
Recent Accounting Pronouncements
There have been no material changes to our significant accounting policies as summarized in Note 2 of our 2024 Form 10-K. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying unaudited Condensed Consolidated Financial Statements.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report, as well as information included in oral statements or other written statements made or to be made by us, contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are neither historical facts nor assurances of future performance. These forward-looking statements are based on our current, reasonable expectations and assumptions, which expectations and assumptions are subject to risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our 2024 Form 10-K, which was filed with the SEC on March 12, 2025. Given these risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2025. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
For information related to our legal proceedings, refer to Note 12 —Commitments and Contingencies of Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors.
Our business, financial condition, operating results, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025 (the “2024 Form 10-K”), the occurrence of any one of which could have a material adverse effect on our actual results.
There have been no material changes to the Risk Factors previously disclosed in the 2024 Form 10-K, except as set forth below.
Changes in U.S. trade policy, including the imposition of new tariffs or other import restrictions, could increase our costs, disrupt our supply chain, and adversely affect our business, financial condition, and results of operations.
The United States has recently enacted, and may enact or propose to enact, significant new tariffs on imported goods, including technology components, raw materials, and finished products. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. As a result, there continues to be significant uncertainty surrounding the future of U.S. trade policy and its global implications. This uncertainty—whether arising from actual regulatory actions or even the perception that such changes may occur—could adversely impact global economic conditions, increase volatility in financial markets, and reduce international trade volumes, including trade between the United States and countries where our suppliers, contract manufacturers, or customers are located.
As a company with global operations and dependencies on a complex international supply chain, these developments could materially affect our cost structure, operating efficiency, and commercial execution. Specifically:
| ● | We may face increased costs from tariffs on imported components used in our drone systems and wireless infrastructure products; |
| ● | Our ability to source certain materials or components may be constrained or delayed, resulting in supply chain disruptions and missed customer deadlines; |
| ● | We may be required to seek alternative suppliers or relocate manufacturing capacity at substantial cost and with uncertain outcomes; |
| ● | Export restrictions or retaliatory tariffs imposed by foreign governments could impact our ability to sell products internationally, particularly in strategic growth markets; |
| ● | Evolving regulatory requirements may increase our compliance burden and legal exposure related to customs classifications, country-of-origin tracking, and trade licensing. |
Any of these outcomes could reduce our gross margins, hinder our revenue growth, delay strategic initiatives, and adversely affect our business, financial condition, and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5.
On, May 12, 2025, Joseph Popolo provided the Company notice of his resignation as a director of the Company, effective May 14, 2025. Mr. Popolo is stepping down in connection with his public service commitments as the nominee to be the U.S. Ambassador to the Kingdom of The Netherlands.
On May 14, 2025, the Company’s Compensation Committee approved an annual salary for Eric Brock, the Company’s Chief Executive Officer and President, of $400,000 (effective April 1, 2025) and a discretionary bonus of $50,000.
The Company has elected not to provide for the automatic annual renewal of the Service Agreement between the Company and Letzhangout LLC dba AM Consulting, dated June 21, 2024, and on March 21, 2025 provided AM Consulting notice.
Item 6. Exhibits.
| * | Filed herewith. |
| ** | This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. |
| + | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DATE: May 15, 2025 | ONDAS HOLDINGS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Neil J. Laird | |
| Neil J. Laird | ||
| Interim Chief Financial Officer | ||
| (Principal Financial Officer | ||
| Principal Accounting Officer) | ||
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