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Ondas Holdings Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 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.

Sep 30, 2025 · Filed Nov 13, 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 2025-06-30; filed 2025-08-12.

0001213900-25-074655

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001213900-25-109604

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 76 previous paragraphs and 78 current paragraphs.

44 unchanged; 27 reworded; 7 added; 5 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 34 previous and 34 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 (7)

Current report

Our OAS business unit develops, integrates, and deploys multi-domain autonomous solutions spanning air, ground, and communication systems for high-performance applications in defense, homeland security, and industrial markets. OAS delivers a unified technology ecosystem that combines autonomous drones, ground robotics, and secure tethered communications to enhance operational intelligence, safety, and resilience across mission-critical environments.

Current report

OAS’ portfolio includes the Optimus System™, a fully autonomous drone platform designed for persistent aerial intelligence, surveillance, and reconnaissance (ISR), and the Iron Drone Raider™, a fully autonomous interceptor drone engineered to detect, track, and neutralize small hostile drones. Complementing these aerial platforms, Apeiro’s advanced ground robots and fiber-spool communication systems extend mission reach, enabling autonomous and resilient operations across complex terrain, underground environments, and communications-denied areas.

Current report

Our multi-domain autonomy architecture serves customers across defense, homeland security, public safety, and critical industrial sectors, including smart cities, airports, seaports, oil and gas, mining, heavy construction, data centers, and semiconductor manufacturing. OAS solutions are built for persistent operations in the most demanding conditions — urban areas, sensitive facilities, and remote field deployments — providing unmatched situational awareness, security, and operational continuity.

Current report

In addition to our core platforms, OAS provides a wide suite of enabling services to ensure successful deployment and sustainment, including AI-driven data analytics, automation and IT integration, safety and regulatory certification, training, and lifecycle maintenance. These capabilities empower customers to fully harness the benefits of autonomous technology while ensuring compliance and operational safety.

Current report

OAS and its portfolio companies — American Robotics, Airobotics, and Apeiro — represent a powerful and synergistic combination of aerospace, robotics, and data technologies. Together, they deliver a comprehensive end-to-end platform that addresses every phase of the product lifecycle, from research and development through manufacturing, certification, and field sustainment.

Current report

OAS has achieved multiple industry-leading milestones, including the FAA Type Certification of the Optimus 1-EX UAV on September 25, 2023 — the first autonomous security data-capture UAV to receive this distinction. This certification, the highest echelon of FAA airworthiness recognition, enables broad beyond-visual-line-of-sight (BVLOS) operations over people and infrastructure and validates the system’s safety and reliability within the U.S. National Airspace System (NAS).

Current report

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Removed paragraphs (5)

Previous report

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.

Previous report

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 report

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.

Previous report

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 thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA TC will enable drone operations beyond-visual-line-of-sight 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 report

Six months ended June 30, 2025 compared to six months ended June 30, 2024
Reworded paragraphs (27)

Previous wording

Ondas Holdings 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”).

Current wording

Ondas Holdings is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc., a Texas corporation (“Ondas Networks”), Apeiro Motion Ltd., an Israeli company (“Apeiro”), Ondas Capital Inc., a Nevada corporation (“Ondas Capital”), 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 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.

Current wording

Ondas Networks provides wireless connectivity solutions. OAS provides drone, ground robotics and automated data solutions through its subsidiaries Airobotics and American Robotics and Ondas Holdings’ subsidiary Apeiro. Ondas Networks and OAS together provide users in defense, homeland security, and critical infrastructure markets with improved connectivity 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 13 of the accompanying unaudited Condensed Consolidated Financial Statements for further information regarding our segments.

Previous wording

Our revenues increased by $5,315,537 to $6,273,388 for the three months ended June 30, 2025, compared to $957,851 for the three months ended June 30, 2024. Revenues during the three months ended June 30, 2025, included $3,605,020 for products, $2,495,927 for service and subscriptions, and $172,441 for development agreements, primarily with Siemens. Revenues during the three months ended June 30, 2024, included $22,484 for products, $298,553 for service and subscriptions, and $636,814 for development agreements, primarily with Siemens. The increase in our revenues were primarily the result of approximately $3,583,000 in increased product sales and approximately $2,197,000 in increased service and subscription revenue, primarily due to OAS having multi-drone sales with associated services in the three months ended June 30, 2025, but no comparable sales in the three months ended June 30, 2024. These increases were partially offset by a decrease of approximately $464,000 in development revenue, primarily with Siemens, as further orders have been delayed by the railroads as they work on implementing the 900 MHz band network.

Current wording

Our revenues increased by $8,617,518 to $10,098,310 for the three months ended September 30, 2025, compared to $1,480,792 for the three months ended September 30, 2024. Revenues during the three months ended September 30, 2025, included $5,444,398 for products, $4,591,346 for service and subscriptions, and $62,566 for development agreements. Revenues during the three months ended September 30, 2024, included $150,668 for products, $887,747 for service and subscriptions, and $442,377 for development agreements. The increase in our revenues were primarily the result of approximately $5,294,000 in increased product sales and approximately $3,704,000 in increased service and subscription revenue at OAS from sales of our Optimus System™, Iron Drone Raider™, and Apeiro ground robots with associated services in the three months ended September 30, 2025, but no comparable sales in the three months ended September 30, 2024. These increases were partially offset by a decrease of approximately $380,000 in development revenue at Ondas Networks.

Previous wording

Our cost of goods sold increased by $1,792,572 to $2,941,318 for the three months ended June 30, 2025, compared to $1,148,746 for the three months ended June 30, 2024. The increase in cost of goods sold was primarily a result of increased revenue for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. Cost of goods sold at OAS did not increase in the same ratio as revenue due to the increase in product revenue at OAS, which included sales of our Iron Drone Raider™, which has higher margins compared to service and non-recurring engineering development revenue recognized for the three months ended June 30, 2024.

Current wording

Our cost of goods sold increased by $6,060,683 to $7,493,915 for the three months ended September 30, 2025, compared to $1,433,232 for the three months ended September 30, 2024. The increase in cost of goods sold was primarily a result of increased revenue at OAS for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Cost of goods sold at OAS did not increase in the same ratio as revenue due to the increase in product revenue at OAS, which included sales of our Optimus System™ and Iron Drone Raider™, which have higher margins compared to the service and non-recurring engineering development revenue recognized for the three months ended September 30, 2024, which was also adversely impacted by fixed service delivery costs at OAS.

Previous wording

Our gross profit increased by $3,522,965 to $3,332,070 for the three months ended June 30, 2025 compared to a gross loss of $190,895 for the three months ended June 30, 2024. Gross margin for the three months ended June 30, 2025 and 2024 was 53% and (20%), respectively. The increase in gross margin of 73% is primarily related to the increase in product revenue at OAS, which has higher gross margins as compared to the service and non-recurring engineering development revenue recognized in the three months ended June 30, 2024.

Current wording

Our gross profit increased by $2,556,835 to $2,604,395 for the three months ended September 30, 2025 compared to a gross profit of $47,560 for the three months ended September 30, 2024. Gross profit for the three months ended September 30, 2025 and 2024 was 26% and 3%, respectively. The increase in gross profit of 23% is primarily related to the increase in product revenue at OAS, which has higher gross profit margins as compared to the service and non-recurring engineering development revenue recognized in the three months ended September 30, 2024, which was also adversely impacted by fixed service delivery costs at OAS.

Previous wording

Operating expenses increased by $4,468,479, or 55%, as a result of the following items:

Current wording

Operating expenses increased by $9,399,670, or 108%, as a result of the following items:

Previous wording

As a result of the foregoing, our operating loss increased by $945,514, or 11%, to $9,249,104 for the three months ended June 30, 2025, compared with $8,303,590 for the three months ended June 30, 2024. Operating loss increased as a result of the increase of $4,468,479 in operating expenses described above for the three months ended June 30, 2025, partially offset by the increase of $3,522,965 in gross profit for the three months ended June 30, 2025.

Current wording

As a result of the foregoing, our operating loss increased by $6,842,835, or 79%, to $15,503,550 for the three months ended September 30, 2025, compared with $8,660,715 for the three months ended September 30, 2024. Operating loss increased as a result of the increase of $9,399,670 in operating expenses described above for the three months ended September 30, 2025, partially offset by the increase of $2,556,835 in gross profit for the three months ended September 30, 2025.

Previous wording

Total other income, net decreased by $1,534,900, to total other expense, net of $1,504,046 for the three months ended June 30, 2025, compared with total other income, net of $33,854 for the three months ended June 30, 2024. Total other income, net decreased primarily as a result of the increase of approximately $857,000 in interest expense, amortization of debt discount and 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. Combined with an increase in other expense of approximately $767,000 from the change in fair value of government grant liability, offset by an increase in interest income of approximately $163,000 from interest earned on cash deposits.

Current wording

Total other income, net increased by $9,195,703, to $8,330,150 for the three months ended September 30, 2025, compared with total other expense, net of $865,553 for the three months ended September 30, 2024. Total other income, net increased primarily as a result of the increase of approximately $8,764,000 in interest and dividend income and unrealized gain on our equity security investments from the cash raised from our 2025 Offerings, see Note 11 – Stockholders’ Equity for a summary of the cash raised from financing activities. Combined with a decrease of approximately $427,000 in interest expense, amortization of debt discount and issuance costs for the 2022 Convertible Exchange Notes and 2023 Additional Notes during the three months ended September 30, 2025, which were repaid in full during the nine months ended September 30, 2025. For a summary of our outstanding Notes Payable, see Note 10 in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Previous wording

As a result of the net effects of the foregoing, net loss increased by $2,480,414, or 30%, to $10,750,150 for the three months ended June 30, 2025, compared with $8,269,736 for the three months ended June 30, 2024. Net loss per share of Common Stock, par value $0.0001 (“Common Stock”), basic and diluted, was $(0.08) for the three months ended June 30, 2025, compared with $(0.14) for the three months ended June 30, 2024.

Current wording

As a result of the net effects of the foregoing, offset by an increase of approximately $307,000 in our provision for income taxes associated with Apeiro, net loss decreased by $2,045,412, or 21%, to $7,480,856 for the three months ended September 30, 2025, compared with $9,526,268 for the three months ended September 30, 2024. Net loss per share of Common Stock, basic and diluted, was $(0.03) for the three months ended September 30, 2025, compared with $(0.15) for the three months ended September 30, 2024.

Previous wording

Our revenues increased by $8,938,710 to $10,521,570 for the six months ended June 30, 2025, compared to $1,582,860 for the six months ended June 30, 2024. Revenues during the six months ended June 30, 2025, included $6,828,993 for products, $3,304,768 for service and subscriptions, and $387,809 for development agreements, primarily with Siemens. Revenues during the six months ended June 30, 2024, included $24,758 for products, $608,140 for service and subscriptions, and $949,962 for development agreements, primarily with Siemens. The increase in our revenues were primarily the result of approximately $6,804,000 in increased product sales and approximately $2,697,000 in increased service and subscription revenue primarily due to OAS having multi-drone orders in the six months ended June 30, 2025, but no comparable sales in the six months ended June 30, 2024. These increases were offset by a decrease of approximately $562,000 in development revenue, primarily to Siemens, during the three months ended June 30, 2025, as further orders have been delayed by the railroads as they work on implementing the 900 MHz band network.

Current wording

Our revenues increased by $17,556,228 to $20,619,880 for the nine months ended September 30, 2025, compared to $3,063,652 for the nine months ended September 30, 2024. Revenues during the nine months ended September 30, 2025, included $12,273,391 for products, $7,896,114 for service and subscriptions, and $450,375 for development agreements. Revenues during the nine months ended September 30, 2024, included $175,426 for products, $1,495,887 for service and subscriptions, and $1,392,339 for development agreements. The increase in our revenues were primarily the result of approximately $12,098,000 in increased product sales and approximately $6,400,000 in increased service and subscription revenue at OAS from sales of our Optimus System™, Iron Drone Raider™, and Apeiro ground robots with associated services in the nine months ended September 30, 2025, but no comparable sales in the nine months ended September 30, 2024. These increases were offset by a decrease of approximately $942,000 in development revenue at Ondas Networks during the nine months ended September 30, 2025.

Previous wording

Our cost of goods sold increased by $3,532,213 to $5,700,950 for the six months ended June 30, 2025, compared to $2,168,737 for the six months ended June 30, 2024. The increase in cost of goods sold was primarily a result of increased revenue for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. Cost of goods sold at OAS did not increase in the same ratio as revenue due to the increase in product revenue at OAS, which included sales of our Iron Drone Raider™, which has higher margins compared to service and non-recurring engineering development revenue recognized for the six months ended June 30, 2025.

Current wording

Our cost of goods sold increased by $9,592,896 to $13,194,865 for the nine months ended September 30, 2025, compared to $3,601,969 for the nine months ended September 30, 2024. The increase in cost of goods sold was primarily the result of increased revenue for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Cost of goods sold at OAS did not increase in the same ratio as revenue due to the increase in product revenue at OAS, which included sales of our Optimus System™ and Iron Drone Raider™, which has higher margins compared to service and non-recurring engineering development revenue recognized for the nine months ended September 30, 2024, which was also adversely impacted by fixed service delivery costs at OAS.

Previous wording

Our gross profit increased by $5,406,497 to $4,820,620 for the six months ended June 30, 2025, compared to a gross loss of $585,877 for the six months ended June 30, 2024. Gross margin for the six months ended June 30, 2025 and 2024 was 46% and (37%), respectively. The increase in gross margin of 83% is primarily related to the increase in product revenue at OAS, which has higher gross margins as compared to the service and non-recurring engineering development revenue recognized in the six months ended June 30, 2024.

Current wording

Our gross profit increased by $7,963,332 to $7,425,015 for the nine months ended September 30, 2025, compared to a gross loss of $538,317 for the nine months ended September 30, 2024. Gross profit for the nine months ended September 30, 2025 and 2024 was 36% and (18%), respectively. The increase in gross profit of 54% is primarily related to the increase in product revenue at OAS, which has higher gross profit margins as compared to the service and non-recurring engineering development revenue recognized in the nine months ended September 30, 2024, which was also adversely impacted by fixed service delivery costs at OAS.

Previous wording

Operating expenses increased by $7,535,254, or 45%, as a result of the following items:

Current wording

Operating expenses increased by $16,934,924, or 66%, as a result of the following items:

Previous wording

As a result of the foregoing, our operating loss increased by $2,128,757 or 12%, to $19,559,542 for the six months ended June 30, 2025, compared with $17,430,785 for the six months ended June 30, 2024. Operating loss increased as a result of the increase of $7,535,254 in operating expenses described above for the six months ended June 30, 2025, partially offset by the increase of $5,406,497 in gross profit for the six months ended June 30, 2025.

Current wording

As a result of the foregoing, our operating loss increased by $8,971,592 or 34%, to $35,063,092 for the nine months ended September 30, 2025, compared with $26,091,500 for the nine months ended September 30, 2024. Operating loss increased as a result of the increase of $16,934,924 in operating expenses described above for the nine months ended September 30, 2025, partially offset by the increase of $7,963,332 in gross profit for the nine months ended September 30, 2025.

Previous wording

Total other expense, net increased by $4,611,923, to $5,326,958 for the six months ended June 30, 2025, compared with the other expense, net of $715,035 for the six months ended June 30, 2024. Other expense, net increased primarily as a result of the increase of approximately $3,942,000 in interest expense, amortization of debt discount and 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. Combined with an increase in other expense of approximately $816,000 from the change in fair value of government grant liability, offset by an increase in interest income of approximately $266,000 from interest earned on cash deposits.

Current wording

Total other income, net increased by $4,583,780, to $3,003,192 for the nine months ended September 30, 2025, compared with the other expense, net of $1,580,588 for the nine months ended September 30, 2024. Total other income, net increased primarily as a result of the increase of approximately $9,030,000 in interest and dividend income and unrealized gain on our equity security investments from the cash raised from our 2025 Offerings, see Note 11 – Stockholders’ Equity for a summary of the cash raised from financing activities. Offset by an increase of approximately $3,515,000 in interest expense, amortization of debt discount and 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 10 in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements. Further offset by an increase in other expense of approximately $931,000 from the change in fair value of government grant liability and foreign exchange loss, net.

Previous wording

As a result of the net effects of the foregoing, net loss increased by $6,740,680, or 37%, to $24,886,500 for the six months ended June 30, 2025, compared with $18,145,820 for the six months ended June 30, 2024. Net loss per share of Common Stock, basic and diluted, was $(0.21) for the six months ended June 30, 2025, compared with $(0.31) for the six months ended June 30, 2024.

Current wording

As a result of the net effects of the foregoing, combined with an increase of approximately $307,000 in our provision for income taxes associated with Apeiro, net loss increased by $4,695,268, or 17%, to $32,367,356 for the nine months ended September 30, 2025, compared with $27,672,088 for the nine months ended September 30, 2024. Net loss per share of Common Stock, basic and diluted, was $(0.21) for the nine months ended September 30, 2025, compared with $(0.46) for the nine months ended September 30, 2024.

Previous wording

The principal use of cash in operating activities for the six months ended June 30, 2025, was to fund the Company’s current expenses primarily related to operating activities necessary to allow us to service and support customers.

Current wording

The principal use of cash in operating activities for the nine months ended September 30, 2025, was to fund the Company’s current expenses primarily related to operating activities necessary to allow us to service and support customers.

Previous wording

The decrease in cash flows used in operating activities of approximately $1,212,000 was primarily due to an increase in net loss of approximately $6,741,000, of which approximately $7,634,000 related to non-cash and credits, including depreciation, amortization of debt discount and issuance costs, amortization of intangibles assets, amortization of 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 $319,000.

Current wording

The increase in cash flows used in operating activities of approximately $657,000 was primarily due to an increase in net loss of approximately $4,695,000, of which approximately $5,460,000 related to non-cash and credits, including investment gains, depreciation, amortization of debt discount and issuance costs, amortization of intangibles assets, amortization of right of use assets, change in fair value of government grant liability, and stock-based compensation, offset by changes in operating assets and liabilities resulting in a cash outflow of approximately $1,422,000.

Previous wording

The decrease in cash flows used in investing activities of approximately $2,009,000 primarily relates to a decrease in purchases of equipment in the six months ended June 30, 2025.

Current wording

The increase in cash flows used in investing activities of approximately $17,084,000 primarily relates to the purchase of equity securities and long-term equity investment of approximately $11,587,000 and cash paid for acquisitions of approximately $6,659,000, offset by a decrease in purchases of equipment of approximately $1,169,000 in the nine months ended September 30, 2025.

Previous wording

The increase in cash flows provided by financing activities of approximately $45,378,000 primarily relates to the net proceeds of approximately $42,677,000 received from 2025 Public Offering during the six months ended June 30, 2025, compared to the net proceeds received from the sale of Common Stock in the Company of approximately of $3,859,000 during the six months ended June 30, 2024, combined with the increase in proceeds from the exercise of stock options and warrants of approximately $9,954,000, increase in net proceeds of approximately $923,000 from the issuance of convertible notes payable, and an increase in proceeds, net of repayments, of approximately $58,000 from government grants during the three months ended June 30, 2025. These increases were partially offset by the sale of preferred stock in Ondas Networks of approximately $4,375,000 during the six months ended June 30, 2024.

Current wording

The increase in cash flows provided by financing activities of approximately $433,284,000 primarily relates to the combined net proceeds of approximately $422,309,000 received from 2025 Offerings during the nine months ended September 30, 2025, compared to the net proceeds received from the sale of Common Stock in the Company of approximately of $7,327,000 during the nine months ended September 30, 2024, combined with proceeds of approximately $1,158,000 from the exercise of warrants in OAS, the increase in proceeds from the exercise of stock options and warrants of approximately $23,541,000 during the three months ended September 30, 2025. These increases were partially offset by the decrease in net proceeds of approximately $1,937,000 from the issuance of notes payable and convertible notes payable, a decrease in net proceeds of approximately $4,375,000 from the sale of preferred stock in Ondas Networks during the nine months ended September 30, 2024, and a decrease in proceeds, net of repayments, of approximately $85,000 from government grants.

Previous wording

We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. As of June 30, 2025, we had an accumulated deficit of approximately $261,254,000. As of June 30, 2025, we had net long-term borrowings outstanding of approximately $2,406,000 and short-term borrowings outstanding of approximately $17,644,000, net of debt discount and issuance costs of approximately $1,125,000, including accrued interest of approximately $630,000, of which approximately $342,000 is due to related parties. As of June 30, 2025, we had cash and restricted cash of approximately $68,551,000 and working capital of approximately $59,720,000. We had approximately $15,063,000 of net cash flows used in operations for the six months ended June 30, 2025.

Current 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, 2025, we had an accumulated deficit of approximately $268,723,000. As of September 30, 2025, we had net long-term borrowings outstanding of approximately $2,489,000 and short-term borrowings outstanding of approximately $12,541,000, net of debt discount and issuance costs of approximately $177,000, including accrued interest of approximately $712,000, of which approximately $456,000 is due to related parties. As of September 30, 2025, we had cash and restricted cash of approximately $433,394,000 and working capital of approximately $447,568,000. We had approximately $26,018,000 of net cash flows used in operations for the nine months ended September 30, 2025.

Previous 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.

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, 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

As of June 30, 2025, we raised approximately $42,677,000 in proceeds, net of issuance costs, from a registered public offering, $9,963,000 from the exercise of stock options and warrants in Ondas Holdings, $923,000 in proceeds, net of issuance costs, from issuance of convertible notes in Ondas Networks, and $365,000 in Israeli government grants to Airobotics. Subsequent to June 30, 2025, the Company issued 6,950,574 shares as a result of Installment Conversions on the 2024 Additional Notes, repaying the 2024 Additional Notes in full. As of July 18, 2025, the 2022 Convertible Promissory Notes, 2023 Additional Notes, and 2024 Additional Notes have been repaid in full.

Current wording

During the nine months ended September 30, 2025, we raised approximately $422,309,000 in proceeds, net of issuance costs, from registered offerings, $24,708,000 from the exercise of stock options and warrants, $923,000 in proceeds, net of issuance costs, from issuance of convertible notes in Ondas Networks, and $365,000 in Israeli government grants to Airobotics.

Previous wording

In the Company’s audited consolidated financial statements as of December 31, 2024 included in the Company’s most recent Annual Report on Form 10-K and unaudited condensed consolidated financial statements included in the Company’s Form 10-Q as of and for the three months ended March 31, 2025, management concluded that substantial doubt existed about the Company’s ability to continue as a going concern due to recurring operating losses and limited liquidity resources.

Current wording

The Company’s audited consolidated financial statements as of December 31, 2024 included in the Company’s most recent Annual Report on Form 10-K and unaudited condensed consolidated financial statements included in the Company’s Form 10-Q as of and for the three months ended March 31, 2025, management concluded that substantial doubt existed about the Company’s ability to continue as a going concern due to recurring operating losses and limited liquidity resources.

Previous wording

During the three months ended June 30, 2025, the Company raised approximately $42,677,000 in proceeds, net of issuance costs, from a registered public offering, and approximately $8,979,000 from the exercise of stock options and warrants in Ondas Holdings. Management believes these actions sufficiently alleviate the previously identified conditions that raised substantial doubt, and the Company will have sufficient capital resources to fund its operations for the next twelve months from the date these interim financial statements are issued.

Current wording

Management believes the actions discussed above sufficiently alleviate the previously identified conditions that raised substantial doubt, and the Company will have sufficient capital resources to fund its operations for the next twelve months from the date these interim financial statements are issued.

Previous wording

As of August 12, 2025, management has concluded that substantial doubt about the Company’s ability to continue as a going concern no longer exists as of the issuance date of these unaudited condensed consolidated financial statements.

Current wording

Management has concluded that substantial doubt about the Company’s ability to continue as a going concern no longer exists as of the issuance date of these unaudited condensed consolidated financial statements.

Previous wording

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.

Current wording

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, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which was filed with the SEC on August 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.