Ondas Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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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, 2026 · Filed May 15, 2026
ONDS$5.34+18.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057859
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 42 current paragraphs.
9 unchanged; 6 reworded; 27 added; 63 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 34 previous and 10 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 (27)
Current report
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide material information relevant to an assessment of the Company’s financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. This MD&A is designed to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations.
Current report
Ondas, Inc. (together with its subsidiaries, the “Company,” “Ondas,” “we,” “us,” or “our”) is a defense, security, and critical infrastructure technology company organized around two business units: Ondas Autonomous Systems Inc. (“OAS”), and Ondas Capital Inc. (“Ondas Capital”). Through business units, we develop and commercialize autonomous systems, and strategic investment and partnership initiatives that support the scaling and adoption of mission-critical solutions for governments and industrial customers.
Current report
We manage these business units as distinct operating platforms aligned to complementary end markets and customer requirements. Our approach is designed to combine advanced autonomy, secure communications, and integrated operating capabilities to help customers improve situational awareness, operational resilience, and safety and security outcomes in complex, regulated, and often contested environments.
Current report
The Company deconsolidated Ondas Networks effective January 16, 2026 and no longer includes the assets, liabilities, and results of operations of Ondas Networks in its consolidated financial statements subsequent to that date. Additionally, our results of operations for the three months ended March 31, 2026 have been affected by recent acquisitions. For additional information see Note 5- GOODWILL AND ACQUISITIONS.
Current report
Comparison of Results for the Three Months Ended March 31, 2026 and 2025
Current report
Revenue, net for the three months ended March 31, 2026 and 2025 are as follows:
Current report
Revenue, net increased $45.9 million to $50.1 million for the three months ended March 31, 2026 from $4.2 million for the three months ended March 31, 2025. The increase in revenue is primarily attributed to our OAS segment, of which $34.7 million of revenue growth was generated by companies acquired since March 31, 2025 including $15.8 million from Sentry CS Ltd. OAS revenue also increased by $11.4 million at Airobotics, of which approximately $7.9 million relates to product sales and approximately $3.5 million relates to service revenue from sales of our Optimus System™ and Iron Drone Raider™.
Current report
Cost of goods sold increased to $25.5 million for the three months ended March 31, 2026, from $2.8 million for the three months ended March 31, 2025. The $22.7 million increase was primarily due to activity from companies acquired since March 31, 2025 and the increase in Airobotics revenues discussed above, in addition to increased labor and material costs**.**
Current report
Gross margin percentage increased to 51% for the three months ended March 31, 2026, compared to 35% for the three months ended March 31, 2025. The 16% increase in gross margin percentage is primarily due the significant increases in revenue generated by product sales offsetting fixed service delivery costs at OAS.
Current report
General and administrative expenses (“G&A”) increased $37.4 million, or 633%, to $43.3 million for the three months ended March 31, 2026, from $5.9 million for the three months ended March 31, 2025. This increase is primarily due to (i) an increase of $11.5 million in stock-based compensation for awards granted since March 31, 2025; (ii) an increase of $8.4 million in software costs; (iii) an increase of $7.7 million in professional fees and consulting costs, of which $5.8 million related to legal, accounting and due diligence fees associated with the acquisitions completed during the year; (iv) an increase of $7.1 million related to general and administrative expense attributable to companies acquired since March 31, 2025, of which $2.8 million relates to amortization and depreciation of acquired assets; and (v) an increase of $2.7 million in human resource costs, including benefits, from increased headcount as we build out our management team at both Ondas Inc. and OAS.
Current report
Sales and marketing expenses (“S&M”) increased $8.1 million, or 332%, to $10.5 million for the three months ended March 31, 2026, from $2.4 million for the three months ended March 31, 2025. This increase is primarily due to (i) an increase of $5.4 million related to S&M attributable to companies acquired since March 31, 2025, of which $1.8 million relates to amortization and depreciation of acquired assets; (ii) an increase of $861 thousand in human resource costs, including benefits, from increased headcount; (iii) an increase of $893 thousand in other S&M costs primarily related to increased marketing and advertising costs, use of third-party contractors and consultants, and increased attendance at trade shows and other marketing events; and (iv) an increase of $836 thousand related to increased stock-based compensation for awards granted since March 31, 2025.
Current report
Research and development expenses (“R&D”) increased $10.0 million, or 291%, to $13.5 million for the three months ended March 31, 2026, from $3.5 million for the three months ended March 31, 2025, of which $7.8 million related to companies acquired since March 31, 2025. Other increases in R&D include, (i) an increase of $911 thousand in human resource costs, including benefits, from increased headcount, (ii) an increase of $779 thousand is related to increased stock-based compensation for awards granted since March 31, 2025, and (iii) an increase of $534 thousand in other R&D costs primarily related to increased use of third-party consultants and allocation of general expenses to research and development.
Current report
Total other income, net increased $408 million to $404.2 million for the three months ended March 31, 2026, from total other expense, net of $3.8 million for the three months ended March 31, 2025. Total other income, net increased primarily as a result of the net gain of $389.5 million related to the change in fair value of our warrant liability, an increase of approximately $51.5 million related to the gain on the deconsolidation of Ondas Networks, an increase of approximately $11.9 million in interest and dividend income, and a decrease of approximately $3.5 million in interest expense. This was partially offset by a loss on acquisition of Indo Earth of approximately $46.2 million and the net unrealized losses of approximately $2.6 million on our equity security investments.
Current report
The Company recorded an income tax provision of $245 thousand for the three months ended March 31, 2026, and an income tax provision of $0 for the three months ended March 31, 2025. The 2026 income tax provision is attributable to earnings in foreign jurisdictions.
Current report
Net income increased $375.4 million to $361.3 million for the three months ended March 31, 2026, from a net loss of $14.1 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, the Company attributed $1.7 million of net loss to noncontrolling interests (“NCI”), related to the subsidiaries in which we acquired less than 100% ownership during the fourth quarter of 2025. These subsidiaries incurred operating losses due to early-stage operating performance.
Current report
Non-GAAP Measures
Current report
As required by the rules of the Securities and Exchange Commission (“SEC”), we provide a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP measures. These reconciliations are set forth in the tables below.
Current report
We believe that adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is a useful supplemental measure for evaluating our operating performance and period to period trends because it eliminates the impact of items that primarily reflect our capital structure, tax position, non-cash accounting charges, acquisition-related transaction costs, and other items that management does not consider indicative of ongoing operating performance. Adjusted EBITDA should be considered in addition to, and not as a substitute for, net income (loss) and other measures prepared in accordance with GAAP. Adjusted EBITDA removes the effects of interest and financing-related items, depreciation and amortization, income taxes, stock-based compensation, acquisition-related expenses, and other non-operating gains and losses. Management believes that excluding these items enhances comparability across periods and facilitates analysis of underlying operating trends. Other companies may calculate similarly titled non-GAAP measures differently, and therefore our Adjusted EBITDA may not be comparable to measures used by other companies.
Current report
Cash Operating Expense is a non-GAAP financial measure that represents total operating expenses excluding depreciation, amortization of intangible assets, acquisition-related expenses, and stock-based compensation. The most directly comparable GAAP measure to Cash Operating Expense is total operating expenses. Management believes Cash Operating Expense provides useful supplemental information by isolating recurring, cash-based operating costs and facilitating meaningful period-to-period comparisons. Management uses this measure for internal cost management, budgeting, and liquidity planning, and to evaluate operating trends exclusive of non-cash accounting charges. Cash Operating Expense should be considered in addition to, and not as a substitute for, total operating expenses prepared in accordance with GAAP.
Current report
Management uses Adjusted EBITDA and Cash Operating Expense, together with GAAP results, in making operating and planning decisions and in evaluating the Company’s ongoing performance.
Current report
The increase in cash flows used in investing activities of $474 million primarily relates to an increase of $429.1 million in purchases of short-term investments, net of maturities of $23.1 million; $31.8 million in cash paid, net of cash acquired, for acquisitions; $5 million in purchases of long-term equity investments; $7 million relating to deconsolidation of subsidiary cash; and $1.1 million increase in cash paid for other tangible and intangible assets.
Current report
The increase in cash provided by financing activities of $966.2 million primarily relates to the net proceeds of approximately $959.1 million received from the sale of common stock and warrants, net of issuance costs during the three months ended March 31, 2026, combined with an increase in proceeds of approximately $9 million from the exercise of stock options and warrants during the three months ended March 31, 2026, offset by an increase of approximately $1.9 million in net cash outflow related to debt transactions.
Current report
As of March 31, 2026, the Company had a strong liquidity position, including $1.0 billion of cash, cash equivalents, and restricted cash, $448 million of short-term investments, and working capital of approximately $1.5 billion. Based on these resources, management believes the Company has sufficient liquidity to fund its operations and planned capital expenditures for at least the next twelve months. While the Company has incurred losses since inception and historically funded operations through equity and debt financings, management does not believe additional financing is required to support near-term operating needs based on current plans.
Current report
As of March 31, 2026, the Company had an accumulated deficit of $5.4 million. At that date, the Company had net long-term borrowings outstanding of approximately $3.6 million and short-term borrowings of approximately $779 thousand, including accrued interest.
Current report
In 2025, the Company raised net proceeds of approximately $829.5 million from the sale of common stock and warrants, $30.8 million from the exercise of stock options and warrants, $1.2 million from the exercise of warrants in OAS, and $923 thousand from the issuance of convertible notes in Ondas Networks (collectively, the “2025 Offerings”). In January 2026, the Company raised approximately $1 billion in gross proceeds from the sale of common stock and warrants.
Current report
While the Company currently has significant liquidity, it may seek additional capital to support strategic initiatives, accelerate growth opportunities, or enhance financial flexibility. Although the Company does not currently anticipate the need for additional financing to support near-term operations, future capital requirements could increase depending on the timing and scale of growth initiatives, market conditions, or other strategic factors. In addition, the Company may be required to make cash payments in future periods related to contingent earn-out and milestone arrangements; however, the timing and amount of any such payments are contingent on the achievement of specified operational or financial targets and are not currently expected to impact near-term liquidity.
Current report
Recent Accounting Pronouncements and SEC Rules
Removed paragraphs (63)
Previous report
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 report
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 report
Ondas Networks Segment
Previous report
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 report
We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio 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, have adopted the IEEE 802.16 standard for future private wireless networks. The IEEE 802.16t Direct Peer-to-Peer 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 report
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 report
Industry Partnerships
Previous report
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 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 report
OAS Segment
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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).
Previous report
War in Israel
Previous report
On October 7, 2023, the State of Israel, where Airobotics’ main offices and facilities are located, suffered a surprise attack by hostile forces from the Gaza Strip, which led to the Security Cabinet of the State of Israel declaring a state of war in Israel. This military operation and related activities are on-going as of the date of this filing.
Previous report
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 report
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Previous report
Revenues
Previous report
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 report
Cost of goods sold
Previous report
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 report
Gross profit (loss)
Previous report
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 report
Operating Expenses
Previous report
Our principal operating costs include the following items as a percentage of total expense.
Previous report
Operating expenses increased by $9,399,670, or 108%, as a result of the following items:
Previous report
The increase in operating expenses was primarily due to:
Previous report
Operating Loss
Previous report
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 report
Total Other Income (Expense), net
Previous report
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 report
Net Loss
Previous report
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 report
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Previous report
Revenues
Previous report
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 report
Cost of goods sold
Previous report
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.
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Reworded paragraphs (6)
Previous wording
The following discussion and analysis provide information which our management believes to be relevant to an assessment and understanding of the results of operations and financial condition of Ondas Holdings Inc. (“Ondas Holdings,” “we,” “our,” or the “Company”). This discussion should be read together with our unaudited Condensed Consolidated Financial Statements and the notes included therein, which are included in this Quarterly Report on Form 10-Q (the “Report”). This information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025, including the audited consolidated financial statements and notes included therein as of and for the year ended December 31, 2024 (“2024 Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. For a description of factors that may cause our actual results to differ materially from those anticipated in these forward-looking statements, please refer to the below section of this Report titled “Cautionary Note Regarding Forward-Looking Statements.” The reported results will not necessarily reflect future results of operations or financial condition.
Current wording
You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and the notes to those financial statements included elsewhere in this Quarterly Report on Form 10-Q (the “Report”). This information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026, including the audited consolidated financial statements and notes included therein as of and for the year ended December 31, 2025 (“2025 Form 10-K”). This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Previous 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.
Current wording
The principal use of cash in operating activities for the three months ended March 31, 2026, was to fund the Company’s current expenses primarily related to operating activities necessary to allow us to service and support customers for the three months ended March 31, 2026.
Previous 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.
Current wording
The increase in cash flows used in operating activities of $44.6 million primarily relates to an increase in net income of $375.4 million, of which approximately $371.8 million related to non-cash charges and credits, which primarily includes gains and losses on investments, acquisitions, and deconsolidation of subsidiary; change in fair value of warrant liability; amortization of debt discount and issuance costs; depreciation and amortization; and stock-based compensation; combined with changes in operating assets and liabilities resulting in a cash outflow of approximately $48.2 million for the three months ended March 31, 2026.
Previous wording
Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses, as well as related disclosures. We base our estimates and judgments on historical experience and other assumptions that we believe to be reasonable at the time and under the circumstances, and we evaluate these estimates and judgments on an ongoing basis. Information concerning our critical accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2024 Form 10-K. There have been no significant changes in our critical accounting policies since the filing of the 2024 Form 10-K.
Current wording
Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses, as well as related disclosures. We base our estimates and judgments on historical experience and other assumptions that we believe to be reasonable at the time and under the circumstances, and we evaluate these estimates and judgments on an ongoing basis. Information concerning our critical accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2025 Form 10-K. There have been no significant changes in our critical accounting policies since the filing of the 2025 Form 10-K.
Previous wording
There have been no material changes to our significant accounting policies as summarized in Note 2 of our 2024 Form 10-K. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying unaudited Condensed Consolidated Financial Statements.
Current wording
There have been no material changes to our significant accounting policies as summarized in Note 2 of our 2025 Form 10-K. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying 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, 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.
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 2025 Form 10-K, which was filed with the SEC on March 30, 2026. 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.