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Ondas Holdings Inc

For the period ended Mar 31, 2025. Filed May 15, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 15, 2025

ONDS$5.34+18.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0001213900-24-096251

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001213900-25-043731

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 78 previous paragraphs and 57 current paragraphs.

29 unchanged; 21 reworded; 6 added; 26 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 24 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

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.

Current report

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.

Current report

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.

Current report

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.
Removed paragraphs (26)

Previous report

We believe Siemens has both the sales and marketing reach and support to drive our technology to wide scale acceptance across the global rail market beginning with the North American Class I Railroad market. We have a jointly-developed product with Siemens – the dual-mode ATCS/MC-IoT radio systems, and Siemens is marketing and selling our proprietary systems under the brand nameAirlinkto our railroad customers. The dual-mode ATCS radio systems support Siemens’ extensive installed base of ATCS radios as well as offer Siemens’ customers the ability to support a host of new advanced rail applications utilizing our MC-IoT wireless system. These new applications, including Advanced Grade Crossing Activation and Monitoring, Wayside Inspection, Railcar Monitoring and next generation signaling and train control systems, are designed to increase railroad productivity, reduce costs and improve safety. In addition, Siemens markets and sells Ondas Networks’ standalone MC-IoT 802.16 products under the SiemensAirlink brand.

Previous report

We developed a new radio for the Head of Train (HOT) Market in North America and a similar product for the Indian rail market. Siemens delivered these 900 MHz rail orders for a major Class I Railroad in the United States and received HOT orders for the Indian market.

Previous report

Ondas and Siemens developed a new locomotive radio to support European Railroads. We secured an initial volume order from Siemens for the Class I Rail 900 MHz Network consisting of both ATCS compatible products along with Ondas’ catalog products. We received government authorization to sell ATCS radios in Canada and, along with Siemens, launched our joint effort for the European market at Innotrans in Berlin. Siemens and Ondas demonstrated our over the air compatibility to systems used by passenger rails in the Northeast Corridor of the US.

Previous report

In March 2023 the Association of American Railroads (“AAR”) formally announced that IEEE 802.16 standard would be the wireless platform for the greenfield 900 MHz network. In April 2023, the American Railway Engineering and Maintenance-of-Way Association (AREMA) voted to require the use of 802.16 in the 900 MHz greenfield band; The AAR also confirmed they have agreed with the Federal Communications Committee to retire the legacy 900 MHz band by September 2025 and that the wireless network in the new 900 MHz band would be substantially built by April 2026. In May and June 2023, we responded to RFPs to passenger rail customers in the Northeast Corridor. In February 2024, Siemens was selected by Amtrak to deliver their next generation radio based on Ondas’ FullMAX technology and the 802.16 standard.

Previous report

Our relationship with Siemens has expanded significantly since entering into the partnership both with (i) the wider marketing of our wireless technology platform and (ii) multiple additional joint-product programs. Siemens has expanded its marketing reach of Ondas Networks products with identified opportunities in North American Transit Rail as well as in European and Asian Rail markets. We believe our technology has broad potential in these large, newly targeted markets.

Previous report

The Company has considered various ongoing risks relating to the military operation and related matters, including:

Previous report

Our revenues decreased by $1,184,398 to $1,480,792 for the three months ended September 30, 2024, compared to $2,665,190 for the three months ended September 30, 2023. Revenues during the three months ended September 30, 2024, included $150,668 for products, $887,747 for maintenance, service, support, and subscriptions, and $442,377 for development agreements, mainly with Siemens. Revenues during the three months ended September 30, 2023, included $2,180,472 for products, $234,236 for maintenance, service, support, and subscriptions, and $250,482 for development agreements, mainly with Siemens. The decrease in our revenues were primarily the result of approximately $2,178,000 in decreased product sales to Siemens at Ondas Networks, as further orders have been delayed by the railroads, as they work on implementing the 900 MHz band network, partially offset by an increase of approximately $192,000 in development revenue to Siemens during the three months ended September 30, 2024, related to a new development agreement at Ondas Networks. At OAS, product sales increased by approximately $150,000, and revenue for maintenance, service, support, and subscriptions increased by approximately $651,000, as we started to fulfill the new purchase orders received during the three months ended September 30, 2024.

Previous report

Our gross profit decreased by $507,318 for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. Gross margin for the three months ended September 30, 2024 and 2023 was 3% and 21%, respectively. The decrease in gross margin of 18% is due to the change in the mix of revenues in the third quarter of 2024, which included development projects with lower gross margins as compared to product revenue with higher gross margins in the third quarter of 2023, as well as an increase in certain fixed costs related to OAS service delivery.

Previous report

Total other expense, net decreased by $492,887, to $865,553 for the three months ended September 30, 2024, compared with $1,358,440 for the three months ended September 30, 2023. Total other expense, net decreased primarily as a result of a decrease in other expense of approximately $209,000 from the change in fair value of government grant liability, combined with an increase in interest income of approximately $121,000, a decrease of approximately $23,000 of interest expense related to amortization of debt discount and issuance costs, a decrease of approximately $123,000 in other expense primarily related to an impairment of deferred offering costs of approximately $116,000 related to the termination of that certain Equity Distribution Agreement, dated March 22, 2022 (the “ATM Agreement”) during the three months ended September 30, 2023, and a decrease of approximately $17,000 in foreign exchange loss at Airobotics.

Previous report

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Previous report

Our cost of goods sold decreased by $2,474,626 to $3,601,969 for the nine months ended September 30, 2024, compared to $6,076,595 for the nine months ended September 30, 2023. The decrease in cost of goods sold was primarily a result of decreased revenue for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, partially offset by fixed manufacturing costs at OAS, resulting in negative gross profit for the nine months ended September 30, 2024, as further discussed below.

Previous report

Our gross profit decreased by $5,191,867 for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. Gross margin for the nine months ended September 30, 2024 and 2023 was (18%) and 43%, respectively. The decrease in gross margin of 61% is due to the change in the mix of revenues during the nine months ended September 30, 2024, which included development projects with lower gross margins as compared to product revenue with higher gross margins during the nine months ended September 30, 2023, as well as certain fixed costs related to OAS service delivery.

Previous report

Operating expenses decreased by $6,183,732, or 19%, as a result of the following items:

Previous report

The decrease in operating expenses was primarily due to: (i) a decrease of approximately $1,214,000 in human resource costs, of which approximately $1,474,000 relates to the decreased head count at OAS and synergies achieved by integrating American Robotics and Airobotics, and approximately $409,000 relates to decreased headcount at the Company, partially offset by an increase of approximately $337,000 at Ondas Networks due to increased average headcount from hires in the latter part of 2023, and an increase of approximately $332,000 in stock-based compensation primarily due to new warrants issued during the nine months ended September 30, 2024; (ii) a decrease of approximately $1,370,000 in professional fees and consulting costs, of which approximately $1,787,000 relates to legal and accounting fee costs, primarily for costs incurred during the nine months ended September 30, 2023 for a public offering in 2023 that was not consummated, the acquisition of Airobotics, and legal fees surrounding the acquisition of Ardenna, which were partially recovered in the fourth quarter of 2023, partially offset by an increase of approximately $417,000 related to increased use of third-party contractors and consultants; (iii) a decrease of approximately $3,624,000 in other research and development costs, excluding human resources and travel and entertainment, of which approximately $592,000 relates to settlement of all amounts due to a vendor under previous development and manufacturing agreements during the nine months ended September 30, 2024 at American Robotics, approximately $1,368,000 relates to one-time costs incurred during the nine months ended September 30, 2023 associated with terminating a development contract at American Robotics, approximately $549,000 relates to synergies achieved by integrating American Robotics and Airobotics, and approximately $1,115,000 relates to additional development expenses allocated to cost of goods sold at Ondas Networks; (iv) a decrease of approximately $361,000 in other sales and marketing costs, excluding human resources and travel and entertainment related to a decrease in use of third-party contractors and consultants; (v) partially offset by a net increase of approximately $474,000 in other operating expense primarily related to increased rent expense and other facility costs.

Previous report

As a result of the foregoing, our operating loss decreased by $991,865, or 4%, to $26,091,500 for the nine months ended September 30, 2024, compared with $27,083,365 for the nine months ended September 30, 2023. Operating loss decreased primarily as a result of the decrease in operating expenses described above, partially offset by decreased revenue and gross margin, for the nine months ended September 30, 2024.

Previous report

Total other expense, net decreased by $2,042,145, to $1,580,588 for the nine months ended September 30, 2024, compared with $3,622,733 for the nine months ended September 30, 2023. Total other expense, net decreased primarily as a result of an increase in other income of approximately $676,000 from the change in fair value of government grant liability; a decrease in interest expense of approximately $840,000 primarily related to amortization of debt discount and debt issuance costs; an increase in interest income of approximately $299,000 due to interest earned on cash deposits; a decrease of approximately $132,000 in other expense primarily related to an impairment of deferred offering costs of approximately $116,000 related to the termination of the ATM Agreement during the nine months ended September 30, 2023; and an increase in foreign exchange gain, net of approximately $95,000.

Previous report

The decrease in cash flows provided by investing activities of $2,304,302, relates to an increase of approximately $1,536,000 in payments made for purchase of equipment, net of proceeds from disposals, software intangibles and patent costs, combined with decrease of approximately $1,049,000 for cash acquired with the Airobotics acquisition in the nine months end September 30, 2023, partially offset by the decrease of approximately $281,000 for cash paid for asset acquisitions in the nine months end September 30, 2023.
Reworded paragraphs (21)

Previous wording

Ondas Holdings Inc. (“Ondas Holdings,” “Ondas,” 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”) and 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” or “AR”). 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.

Current wording

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”).

Previous wording

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 rail, energy, mining, public safety and critical infrastructure and government 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 12 of the accompanying unaudited Condensed Consolidated Financial Statements for further information regarding our segments.

Current wording

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.

Previous wording

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, drones, 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.

Current wording

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.

Previous wording

We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. 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 serial-based 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. 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. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and end markets.

Current wording

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.

Previous wording

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 more reliability and data capacity 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 and network transport systems 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 resources which can be supported by the “Fog-computing” capability integrated in our end-to-end network platform. Fog-computing utilizes management software to enable edge compute processing and data and application prioritization in the field enabling our customers more reliable, real-time operating control of these new, intelligent MC-IoT equipment and applications at the edge.

Current wording

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.

Previous wording

Ondas Networks and Siemens Mobility (“Siemens”), have a strategic partnership, to both market our FullMAX-based networking technology and services and to jointly develop wireless communications products for the North American Rail Industry based on Siemens’ Advanced Train Control System (“ATCS”) protocol and our FullMAX MC-IoT platform.

Current wording

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.

Previous wording

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 Public Safety, Defense, Homeland Security, Smart City, Port Authorities, State Departments, and other governmental entities together with commercial customers of industrial sensitive facilities such as Oil & Gas, Seaports, Mining, and Heavy Construction. 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.

Current wording

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.

Previous wording

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 Federal Aviation Administration (“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.

Current wording

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.

Previous wording

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. As of the date of this Report, the Company has determined that there have not been any materially adverse effects on its business or 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.

Current wording

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.

Previous wording

Our revenues decreased by $7,666,493 to $3,063,652 for the nine months ended September 30, 2024, compared to $10,730,145 for the nine months ended September 30, 2023. Revenues during the nine months ended September 30, 2024, included $175,426 for products, $1,495,887 for maintenance, service, support, and subscriptions, and $1,392,339 for development agreements, mainly with Siemens. Revenues during the nine months ended September 30, 2023, included $8,880,309 for products, $1,289,642 for maintenance, service, support, and subscriptions, and $560,194 for development agreements, mainly with Siemens. The decrease in our revenues were primarily the result of approximately $4,224,000 in decreased product sales at Airobotics, who had multi-drone orders during the nine months ended September 30, 2023, but no comparable sales in the nine months ended September 30, 2024, and a decrease of approximately $4,481,000 in product sales, mainly to Siemens, at Ondas Networks, as further orders have been delayed by the railroads, as they work on implementing the 900 MHz band network. These decreases were partially offset by an increase of approximately $204,000 in maintenance, service, support, and subscriptions at OAS as a result of new orders at Airobotics, and an increase of approximately $815,000 in development revenue to Siemens, related to a new development agreement at Ondas Networks.

Current wording

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.

Previous wording

Our cost of goods sold decreased by $677,080 to $1,433,232 for the three months ended September 30, 2024, compared to $2,110,312 for the three months ended September 30, 2023. The decrease in cost of goods sold was primarily a result of decreased revenue for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, partially offset by an increase in fixed manufacturing costs at OAS.

Current wording

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.

Previous wording

Operating expenses increased by $2,219,376, or 34%, as a result of the following items:

Current wording

Operating expenses increased by $3,066,775, or 35%, as a result of the following items:

Previous wording

The increase in operating expenses was primarily due to (i) an increase of approximately $2,579,000 in human resource costs, including benefits, which primarily relates to stock-based compensation, due to the reversal of approximately $2,800,000 of previously recognized stock-based compensation expense during the three months ended September 30, 2023 due to modification of restricted stock unit awards for three employees who separated from the Company; (ii) an increase of approximately $106,000 in other sales and marketing costs, excluding human resources and travel and entertainment related to an increase in use of third party contractors and consultants; (iii) an increase of approximately $117,000 in other expense, primarily related to increased rent and other facility costs, and new software purchases. These increases were partially offset by (i) a decrease of approximately $347,000 in professional fees and consulting costs primarily related to legal fees surrounding the acquisition of Ardenna during the three months ended September 30, 2023, which were recovered in the fourth quarter of 2023; and (ii) a decrease of approximately $246,000 in other research and development costs, excluding human resources and travel and entertainment, which primarily relates to a decrease in use of third party contractors and consultants at Ondas Networks.

Previous wording

As a result of the foregoing, our operating loss increased by $2,726,694 or 46%, to $8,660,715 for the three months ended September 30, 2024, compared with $5,934,021 for the three months ended September 30, 2023. Operating loss increased primarily as a result of the increase in operating expenses described above, combined with decreased revenue and gross margin for the three months ended September 30, 2024.

Current wording

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.

Previous wording

As a result of the net effects of the foregoing, net loss decreased by $3,034,010, or 10%, to $27,672,088 for the nine months ended September 30, 2024, compared with $30,706,098 for the nine months ended September 30, 2023. Net loss per share of Common Stock, basic and diluted, was $(0.46) for the nine months ended September 30, 2024, compared with $(0.62) for the nine months ended September 30, 2023.

Current wording

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.

Previous wording

The principal use of cash in operating activities for the nine months ended September 30, 2024, was to fund the Company’s current expenses primarily related to operating activities necessary to allow us to service and support customers. The decrease in cash flows used in operating activities of $2,748,095 was primarily due to the decrease in net loss of approximately $3,034,000, of which approximately $1,348,000 related to non-cash and credits, including depreciation, amortization of debt discount and issuance costs, amortization of intangibles assets and right of use asset, stock-based compensation, and change in fair value of government grant liability, combined with changes in operating assets and liabilities resulting in a cash inflow of approximately $1,062,000.

Current wording

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.

Previous wording

The decrease in cash flows provided by financing activities of $3,829,302 primarily relates to a decrease in net proceeds received from the sale of preferred stock in Ondas Networks of approximately $10,317,000; a decrease of approximately $3,472,000 in net proceeds from convertible notes, net of issuance costs, net of cash repayments. This decrease in cash flows provided by financing activities is offset by an increase in proceeds received from the sale of common stock in the Company and options exercised of approximately of $7,325,000; an increase of approximately $2,518,000 in proceeds from notes payable, net of issuance costs, net of cash repayments; and an increase of approximately $117,000 in cash proceeds received from government grants, net of payments. For a summary of our outstanding Notes Payable, see Note 8 in the accompanying Notes to unaudited Condensed Consolidated Financial Statements.

Current wording

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.

Previous wording

We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. As of September 30, 2024, we had an accumulated deficit of approximately $226,032,000. As of September 30, 2024, we had net long-term borrowings outstanding of approximately $2,217,000 net of debt discount and issuance costs of $0 and short-term borrowings outstanding of approximately $30,751,000, net of debt discount and issuance cost of approximately $1,537,000 and a working capital deficit of approximately $22,341,000.

Current wording

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.

Previous wording

In 2023, we raised approximately $14,692,000 of net proceeds from the sale of redeemable preferences shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $9,310,000 from a second convertible debt agreement. In the first nine months of 2024, we raised net proceeds of approximately $4,375,000 from the sale of additional redeemable preferred shares in Ondas Networks and warrants in Ondas Holdings to third parties, approximately $7,327,000 in net proceeds from issuing Common Stock of Ondas Holdings and warrants in OAS, approximately $2,860,000 in net proceeds from issuance of a secured note and convertible note in Ondas Networks, and approximately $300,000 in government grant loans issued to Airobotics. On November 9, 2024, we entered into an agreement with Klear Inc., which provides for financing of accounts receivable, and we have financed approximately $500,000 so far at Ondas Networks.

Current wording

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.

Previous wording

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 September 30, 2024, proceeds from the 2024 financing activities discussed above, 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 November 12, 2024, the date the unaudited Condensed Consolidated Financial Statements were issued.

Current wording

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.

Previous wording

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 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 assurances that we will generate revenue and cash flow 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 condition or results of operations.

Current wording

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.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

As a result of the net effects of the foregoing, net loss increased by $2,233,807, or 31%, to $9,526,268 for the three months ended September 30, 2024, compared with $7,292,461 for the three months ended September 30, 2023. Net loss per share of common stock, par value $0.0001 per share (“Common Stock”), basic and diluted, was $(0.15) for the three months ended September 30, 2024 and 2023.

Previous report — wording carried elsewhere

Our principal operating costs include the following items as a percentage of total expense.