[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) The company's unaudited financials show significant revenue growth offset by larger operating losses, raising going concern doubts [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited statements reveal significant revenue growth overshadowed by a substantial net loss and a growing stockholders' deficit [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a stockholders' deficit of $25.7 million, driven by total liabilities of $29.1 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2019 (Unaudited) | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $590.9 | $1,129.9 | | Total current assets | $2,090.4 | $2,041.7 | | Total assets | $3,420.1 | $2,661.5 | | Total current liabilities | $9,444.5 | $17,246.3 | | Total liabilities | $29,143.3 | $17,546.3 | | Total stockholders' deficit | $(25,723.2) | $(14,884.8) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenue increased significantly, but faster growth in operating expenses led to a much larger net loss for the period Statement of Operations Summary (in thousands) | Metric | Q2 2019 | Q2 2018 | 6 Months 2019 | 6 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $193.2 | $16.4 | $225.5 | $45.8 | | Gross profit | $142.5 | $5.3 | $169.5 | $33.7 | | Total operating expense | $4,407.8 | $1,323.1 | $9,552.9 | $1,914.9 | | Operating loss | $(4,265.3) | $(1,317.8) | $(9,383.4) | $(1,881.2) | | Net loss | $(5,100.6) | $(1,829.9) | $(10,924.4) | $(3,401.4) | | Net loss per share | $(0.10) | $(0.10) | $(0.22) | $(0.16) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Negative operating cash flow of $8.5 million was funded by $8.3 million in financing activities from promissory notes Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Net cash flows used in operating activities | $(8,511.1) | $(2,327.0) | | Net cash flows used in investing activities | $(321.2) | $(82.5) | | Net cash flows provided by financing activities | $8,282.7 | $4,870.7 | | (Decrease) increase in cash and cash equivalents | $(549.7) | $2,461.3 | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes highlight a going concern warning, substantial debt, high customer concentration, and subsequent financing events - The company's financial condition raises **substantial doubt about its ability to continue as a going concern** through August 14, 2020, due to recurring losses, a **working capital deficit of $7.4 million**, and insufficient funds to repay debt maturing on October 31, 2019[32](index=32&type=chunk)[34](index=34&type=chunk) - The company's revenue is **highly concentrated**, with five customers (A, B, C, D, E) accounting for the vast majority of revenue in the reported periods, and **Customer D accounted for 100% of accounts receivable** at June 30, 2019[75](index=75&type=chunk) - Subsequent to the quarter end, the company drew down an **additional $1.65 million in loans**, extended the maturity dates of various other loans, and entered into severance agreements with senior management[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes surging operating expenses to business expansion efforts, while highlighting critical liquidity issues [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Revenue growth was significantly outpaced by a massive increase in operating expenses, leading to a much larger net loss Comparison of Three Months Ended June 30, 2019 and 2018 | Metric | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Revenue | $193,157 | $16,444 | +$176,713 | | Gross Profit | $142,511 | $5,303 | +$137,208 | | Total Operating Expense | $4,407,795 | $1,323,134 | +$3,084,661 | | Net Loss | $(5,100,628) | $(1,829,893) | +$3,270,735 | Comparison of Six Months Ended June 30, 2019 and 2018 | Metric | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Revenue | $225,451 | $45,826 | +$179,625 | | Gross Profit | $169,503 | $33,717 | +$135,786 | | Total Operating Expense | $9,552,915 | $1,914,915 | +$7,638,000 | | Net Loss | $(10,924,353) | $(3,401,362) | +$7,522,991 | - The increase in operating expenses was a direct result of the 2018 Acquisition and new loan agreements, which enabled the company to launch a business expansion effort, significantly increasing human resources costs and professional/consulting fees[132](index=132&type=chunk)[142](index=142&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company's precarious liquidity includes a $7.4 million working capital deficit and insufficient cash to meet obligations - The company has **incurred losses since inception** and is funded primarily through debt and equity sales[149](index=149&type=chunk) - As of June 30, 2019, the company had a **working capital deficit of approximately $7.4 million** and cash of $0.6 million[149](index=149&type=chunk) - Management has concluded there is **substantial doubt about the company's ability to continue as a going concern** through August 14, 2020, as it must secure additional capital to repay debt obligations and fund operations[151](index=151&type=chunk) [Quantitative and Qualitative Disclosures about Market Risks](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risks) The company is exempt from providing market risk disclosures as a smaller reporting company - The company is not required to provide information for this item as it qualifies as a **"smaller reporting company"**[164](index=164&type=chunk) [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to deficiencies in internal financial reporting controls - Management concluded that **disclosure controls and procedures were not effective** as of June 30, 2019[166](index=166&type=chunk) - The ineffectiveness is due to deficiencies in internal control, primarily a **lack of sufficient segregation of conflicting duties** because of limited accounting staff[166](index=166&type=chunk) - A remediation plan is in place to appoint additional qualified personnel and adopt written accounting policies, to be implemented as resources allow[169](index=169&type=chunk)[171](index=171&type=chunk) [PART II - OTHER INFORMATION](index=41&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers other required disclosures, including legal proceedings, risk factors, and filed exhibits [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current material legal proceedings that would adversely affect its business - The company is **not currently involved in any material legal proceedings**[172](index=172&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) The company refers to its Annual Report on Form 10-K for a detailed discussion of material risks - For information on risk factors, the company refers to its **Annual Report on Form 10-K** filed with the SEC on March 19, 2019[173](index=173&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the period beyond prior disclosures - None, other than those **previously disclosed on Form 8-K**[174](index=174&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including loan amendments and officer certifications - The report includes numerous exhibits, primarily related to **amendments to loan and security agreements** and various secured promissory notes, along with officer certifications[180](index=180&type=chunk)

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited Q1 2019 financial statements report $32,294 revenue, a $5,823,725 net loss, and a $20,656,796 stockholders' deficit, raising going concern doubts [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2019, total assets were **$2,823,917**, total liabilities **$23,480,713**, and stockholders' deficit **($20,656,796)**, an increase from **($14,884,755)** at year-end 2018 Condensed Consolidated Balance Sheets Summary | | March 31, 2019 (Unaudited) ($) | December 31, 2018 ($) | | :--- | :--- | :--- | | **Total Assets** | **$2,823,917** | **$2,661,521** | | Total current assets | $1,223,316 | $2,041,729 | | **Total Liabilities** | **$23,480,713** | **$17,546,276** | | Total current liabilities | $18,374,854 | $17,246,276 | | **Total Stockholders' Deficit** | **($20,656,796)** | **($14,884,755)** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2019, revenues were **$32,294**, with a net loss of **($5,823,725)** or **($0.12)** per share, significantly widening from **($1,571,469)** in Q1 2018 due to increased operating expenses Condensed Consolidated Statements of Operations Summary | | Three Months Ended March 31, 2019 ($) | Three Months Ended March 31, 2018 ($) | | :--- | :--- | :--- | | **Revenues, net** | **$32,294** | **$29,382** | | Gross profit | $26,992 | $28,414 | | Total operating expense | $5,145,120 | $591,781 | | Operating loss | ($5,118,128) | ($563,367) | | **Net loss** | **($5,823,725)** | **($1,571,469)** | | **Net loss per share - basic and diluted** | **($0.12)** | **($0.09)** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2019, net cash used in operating activities was **($4,694,328)**, with **$4,086,516** from financing, resulting in a **($692,565)** decrease in cash and equivalents, ending at **$437,298** Condensed Consolidated Statements of Cash Flows Summary | | Three Months Ended March 31, 2019 ($) | Three Months Ended March 31, 2018 ($) | | :--- | :--- | :--- | | Net cash flows used in operating activities | ($4,694,328) | ($878,166) | | Net cash flows used in investing activities | ($84,753) | ($10,003) | | Net cash flows provided by financing activities | $4,086,516 | $5,058,025 | | **(Decrease) increase in cash and cash equivalents** | **($692,565)** | **$4,169,856** | | **Cash and cash equivalents, end of period** | **$437,298** | **$4,625,874** | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's MC-IoT business, disclose significant liquidity issues raising going concern doubts, and cover revenue recognition, debt obligations, and the 2018 Equity Incentive Plan - The company provides wireless connectivity solutions for Mission-Critical Internet of Things (MC-IoT) through its multi-patented FullMAX Software Defined Radio (SDR) system[23](index=23&type=chunk)[24](index=24&type=chunk) - The company has incurred losses since inception and had an accumulated deficit of approximately **$38.2 million** as of March 31, 2019. These conditions, along with upcoming debt maturities, raise substantial doubt about the company's ability to continue as a going concern[32](index=32&type=chunk)[35](index=35&type=chunk) Revenue Breakdown | | Three Months Ended March 31, 2019 ($) | Three Months Ended March 31, 2018 ($) | | :--- | :--- | :--- | | Product revenue | $12,963 | $ - | | Service revenue | $19,331 | $29,382 | | **Total revenue** | **$32,294** | **$29,382** | - During Q1 2019, the company drew down a total of **$4.1 million** in advances under a loan and security agreement with Energy Capital, LLC[108](index=108&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the Q1 2019 net loss increase to business expansion post-acquisition, with critical liquidity issues and maturing debt raising substantial doubt about going concern [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Q1 2019 revenue slightly increased to **$32,294**, but operating expenses surged by **$4,553,339**, widening the operating loss to **($5,118,128)** and net loss to **($5,823,725)** Comparative Results of Operations | | Three months ended March 31, 2019 ($) | Three months ended March 31, 2018 ($) | Increase (Decrease) ($) | | :--- | :--- | :--- | :--- | | Revenue | $32,294 | $29,382 | $2,912 | | Gross profit | $26,992 | $28,414 | ($1,422) | | Total operating expense | $5,145,120 | $591,781 | $4,553,339 | | Operating loss | ($5,118,128) | ($563,367) | $4,554,761 | | Net loss | ($5,823,725) | ($1,571,469) | $4,252,256 | - The increase in operating expenses was a direct result of the company's business expansion effort, which included significant increases in human resources costs (up **$2.1 million**) and professional/consulting costs (up **$1.0 million**)[135](index=135&type=chunk)[136](index=136&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2019, the company had **$400,000** cash and a **$17.2 million** working capital deficit, with **$14.1 million** in debt maturing by September 2019, raising substantial doubt about its going concern ability - As of March 31, 2019, the company had an accumulated deficit of **$38.2 million**, cash of approximately **$400,000**, and a working capital deficit of **$17.2 million**[143](index=143&type=chunk) - The company has upcoming debt maturities of approximately **$4.0 million** on June 30, 2019, and **$10.1 million** on September 9, 2019, with insufficient funds for repayment[143](index=143&type=chunk) - Management concludes that these factors raise substantial doubt about the company's ability to continue as a going concern through May 10, 2020[145](index=145&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risks](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risks) As a "smaller reporting company," Ondas Holdings Inc. is not required to provide disclosures about market risks - The Company is a "smaller reporting company" and is not required to provide information required by this item[158](index=158&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2019, due to material weaknesses in internal control, with a remediation plan underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2019[160](index=160&type=chunk) - The ineffectiveness is due to material weaknesses identified in the 2018 Annual Report, including limited accounting staff and insufficient segregation of duties[160](index=160&type=chunk) - The company's remediation plan includes appointing additional qualified personnel and adopting sufficient written policies for accounting and financial reporting[162](index=162&type=chunk)[165](index=165&type=chunk) [PART II - OTHER INFORMATION](index=39&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business or financial condition - The company is not currently involved in any legal proceeding that it believes will have a material adverse effect on its business[167](index=167&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) For information on material risks, the company refers to the "Risk Factors" section in its Annual Report on Form 10-K filed on March 19, 2019 - For information on material risks, the company refers to the "Risk Factors" section in its Annual Report on Form 10-K filed on March 19, 2019[168](index=168&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including secured promissory notes, loan agreement amendments, and officer certifications - The exhibits filed with this report include several secured promissory notes issued to Energy Capital, LLC, an amendment to a loan agreement, and officer certifications[174](index=174&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _____ Commission File Number: 000-56004 ONDAS HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Nevada 47- 2615102 (State or other jurisdiction ...