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, 2023 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: 001-39761 ONDAS HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 47-2615102 (State or other jurisdi ...

Revenue Growth - Record 2023 revenues of $15.7 million, a 638% increase over 2022, driven by commercial adoption of the Optimus System and record product revenues at Ondas Networks[2] - Q4 2023 revenues were $5.0 million, a 10-fold increase over 2022, primarily due to higher product sales and development revenue[2] - Ondas Networks generated $6.7 million in revenue in 2023, representing approximately 250% growth versus 2022, driven by initial product sales for Siemens[11] - Ondas Autonomous Systems (OAS) generated $9.0 million in revenue in 2023, a substantial increase from $0.9 million in 2022, exceeding the $8.0 million goal set at the time of the Airobotics acquisition[12] - The company expects significant revenue growth for the full year 2024, driven by 900 MHz deployments and scaling of Optimus System deployments[7] - Revenues for 2023 were $15.7 million, a significant increase from $2.1 million in 2022[47] - The company expects significant revenue growth in 2024 driven by increased customer activity and orders, particularly in the 900 MHz Rail network and development programs with Siemens and MxV Rail[28] Financial Performance and Losses - Gross profit for Q4 2023 was $1.7 million, with gross margins decreasing to 35% due to lower margin products and slowed development revenues[17] - Full-year 2023 operating loss narrowed to $39.7 million, compared to $69.4 million in 2022, primarily due to decreased operating expenses and the goodwill impairment charge[24] - Adjusted EBITDA loss for 2023 narrowed to $29.7 million, compared to $40.1 million in 2022[25] - Net loss for 2023 was $44.8 million, compared to a net loss of $73.2 million in 2022[47] - Operating loss for 2023 was $39.7 million, an improvement from the $69.4 million operating loss in 2022[47] - Net loss for the year ended December 31, 2023, decreased to $(44,844,872) from $(73,241,805) in 2022, showing a significant improvement[49] - Adjusted EBITDA improved to $(29,678,672) in 2023 from $(40,132,939) in 2022, showing better operational efficiency[52] Operating Expenses and Cost Management - Operating expenses for Q4 2023 decreased to $14.3 million, primarily due to the absence of a $19.4 million non-cash goodwill impairment charge recognized in 2022[18] - Stock-based compensation decreased to $1,047,398 in 2023 from $5,857,435 in 2022, reflecting a reduction in equity-based incentives[49] - Net cash flows used in operating activities decreased to $(34,019,519) in 2023 from $(37,963,076) in 2022, indicating better cash management[49] Cash and Financing - Cash and cash equivalents decreased to $15.0 million as of December 31, 2023, from $29.8 million in 2022, primarily due to operating expenses and $5.5 million used for debt repayment[26] - The company raised $24 million in cash proceeds through the sale of convertible notes and Ondas Networks preferred stock in Q3 2023[26] - Subsequent to December 31, 2023, the company raised an additional $8.6 million through the sale of common stock and Ondas Networks preferred stock[26] - Pro forma for these financings, the company would have had $23.4 million of cash as of December 31, 2023[27] - Cash, cash equivalents, and restricted cash at the end of 2023 stood at $15,022,000, down from $29,775,096 at the end of 2022[50] - Proceeds from convertible notes payable, net of issuance costs, were $9,309,513 in 2023, significantly lower than $27,702,292 in 2022[49] - Cash paid for interest increased to $176,542 in 2023 from $14,187 in 2022, reflecting higher debt servicing costs[50] Asset and Liability Changes - Total assets decreased to $92.2 million as of December 31, 2023, from $97.9 million in 2022[44] - Total liabilities increased to $47.1 million as of December 31, 2023, from $39.7 million in 2022[44] - Depreciation expense increased to $844,833 in 2023 from $449,458 in 2022, reflecting higher asset utilization[49] - Amortization of intangible assets rose to $4,147,092 in 2023 compared to $3,570,090 in 2022, indicating increased investment in intangible assets[49] - Impairment of long-term equity investment was recorded at $1,500,000 in 2023, with no such impairment in 2022[49] Customer and Market Developments - The company secured a commercial volume order from Siemens for multi-year delivery of an on-locomotive HOT radio on behalf of Indian Railways[11]

Financial Data and Key Metrics - Revenue for Q3 2023 was $2 7 million, a 4x increase compared to $630,000 in Q3 2022, driven by higher product shipments from Ondas Networks [43] - Gross profit in Q3 2023 was $550,000, up from $400,000 in Q3 2022, but gross margins declined to 20 8% from 63 2% due to higher costs related to customer service operations [193] - EBITDA loss narrowed to $6 9 million in Q3 2023 from $11 million in Q3 2022, benefiting from cost controls [16] - Cash operating expenses in Q3 2023 were $7 5 million, lower than expected, supported by a reversal of stock-based compensation charges [15] - The company ended Q3 2023 with $21 million in cash and $30 4 million in outstanding debt [47] Business Line Data and Key Metrics - Ondas Networks generated $2 4 million in product and development revenue in Q3 2023, a record quarter driven by shipments to Siemens [54] - Ondas Autonomous Systems (OAS) revenue was modest in Q3 2023 after a large unit sale in the UAE in Q2 2023, with expectations for revenue to normalize into a more predictable pattern [71] - The company expects to achieve its $50 million revenue target for 2023, with Q4 2023 revenue projected to be $4 2 to $4 4 million [51] Market Data and Key Metrics - The company is expanding its presence in the Middle East, with a $2 6 million order for Optimus drone systems from a governmental entity in Dubai [114] - Partnerships and distribution agreements are being established in Saudi Arabia, India, and Morocco, with potential for manufacturing and joint centers in Morocco [115] - The FAA type certification for the Optimus drone is expected to accelerate demand in US commercial and governmental markets [17] Company Strategy and Industry Competition - The company is focusing on scaling adoption of its technology platforms, including Ondas Networks and OAS, with a strong emphasis on cost discipline and operational leverage [78][80] - The FAA type certification positions the company as a leader in autonomous drone systems, with unique capabilities in security and data collection applications [173] - The company is leveraging partnerships and expanding its customer pipeline in industrial and government markets, particularly in the US [124] Management Commentary on Operating Environment and Future Outlook - Management is optimistic about the company's growth trajectory, with significant expansion expected in 2024 across both business units [158] - The company is managing geopolitical challenges, particularly in Israel, while maintaining operations and customer commitments [34][35] - The improving regulatory environment, including FAA approvals for beyond visual line of sight (BVLOS) operations, is expected to support growth in the drone sector [27][28] Other Important Information - The company received a financial grant from the Israeli Innovation Authority (IIA) to advance the development of the Iron Drone Raider, a counter-UAS system [117] - The company is working on enhancing the Optimus system with features such as night vision and GPS-denied environment capabilities [63] - The company is preparing for large-scale commercial deployments in the rail sector, with significant engagement from Class I Rail customers [55][56] Q&A Session Summary Question: Breakdown of revenue between rail and drone segments and gross margin outlook for next year - The company did not provide a specific breakdown but expects significant growth in both segments, targeting gross margins of at least 50% as volumes increase [129][94] Question: Turnkey service opportunity with Class I Rail customers - The company is seeing increased demand for its expertise in deploying wireless networks, particularly as deadlines for 900 MHz network deployments approach [106][107] Question: Cash operating expenses and Opex outlook for 2024 - Cash Opex is expected to remain stable, with significant operating leverage anticipated as revenue grows [109][135] Question: Revenue growth expectations for 2024 - The company expects multiples of 2023 revenue, with a focus on scaling production and meeting customer demand [126][128] Question: Competition in the counter-UAS market - The company highlighted its unique autonomous capture technology, which differentiates it from jamming-based systems, and sees significant market potential [159][160][161] Question: Rail sector spending and timing of large orders - The company is optimistic about material orders and deployments scaling across the rail industry, with significant engagement from customers [167][168][169]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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: 001-39761 ONDAS HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or other jurisd ...

Financial Data and Key Metrics - Revenue for Q2 2023 reached $5.5 million, a significant increase from $600,000 in Q2 2022 and $2.6 million in Q1 2023 [53] - Gross profit for Q2 2023 was $3.1 million, a tenfold increase from $300,000 in Q2 2022 [54] - Operating expenses declined slightly to $11.6 million in Q2 2023 compared to $11.7 million in the prior year [55] - The company realized an operating loss of $8.5 million in Q2 2023, down from $11.4 million in Q2 2022 [56] - EBITDA loss improved to $5.6 million in Q2 2023 from $8.8 million in Q2 2022 [57] - Pro forma cash balance after recent funding was $27.1 million as of June 30, 2023 [58][63] Business Line Data and Key Metrics - Ondas Networks delivered $1.5 million in product and development revenue in Q2 2023, a record quarter driven by shipments to Siemens [22] - Ondas Autonomous Systems (OAS) revenue reached $4 million in Q2 2023, up from $1.5 million in Q1 2023 [28] - OAS expects to complete manufacturing and deliver 10 new Optimus Systems by the end of 2023, with 15 systems on order [36] Market Data and Key Metrics - In the UAE, OAS completed a proof-of-concept in Abu Dhabi and secured additional service agreements in Dubai [28][8] - OAS expanded into India through a partnership with Arrow HZ and into Saudi Arabia with Saudi Excellence Corp [8][9] - In the US, OAS secured a proof-of-concept program with MassDOT and is advancing partnerships with Skyfire and other entities [29][67] Company Strategy and Industry Competition - The company is focusing on scaling production and increasing inventory to meet expected demand for the 900 MHz network migration [25][26] - OAS is leveraging its type certification to accelerate market penetration in the US, particularly in public safety and smart city applications [31][69] - The company is working with Siemens to negotiate purchase orders with Class I railroads for the 900 MHz network deployment [50][51] Management Commentary on Operating Environment and Future Outlook - Management remains bullish on the company's outlook, expecting significant growth in 2024 and beyond [15][16] - The company anticipates generating at least $7 million in revenue in the second half of 2023, bringing the full-year target to approximately $15 million [19] - Management expects cash operating expenses to be around $9 million for Q3 2023, consistent with Q2 levels [20] Other Important Information - The company raised $25 million in funding, including $15 million for Ondas Networks and $10 million for the holding company [11][12] - The financing was led by Charles and Potomac, who conducted extensive due diligence on the company's technology and market opportunity [12][49] - The company extended the maturity of its convertible notes from October 2024 to April 2025, reducing monthly amortization [17] Q&A Session Summary Question: Can you provide details on orders from the rails and gross margins? [40][41] - Gross margins for Ondas Networks are targeted at 50%-60%, with expectations of improvement as volumes ramp [64] - The company is working with Siemens to negotiate purchase orders and is building inventory in anticipation of large orders in 2024 and 2025 [64][73] Question: How do you plan to fund the working capital needs for large orders? [74] - The company expects to have payment arrangements with Siemens to support component inventory build and favorable payment terms to manage working capital [74] Question: Can you provide more details on the contract manufacturer? [83] - The contract manufacturer in the US is qualified with Siemens and is prepared to ramp production to meet expected demand [84] Question: How does type certification impact the US market? [85] - Type certification is expected to accelerate customer engagement and shorten the sales process, particularly in public safety and urban environments [86][87]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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: 001-39761 ONDAS HOLDINGS INC. (Exact name of registrant as specified in its charter) | --- | --- | |------------ ...

Ondas Holdings, Inc. (NASDAQ:ONDS) Q1 2023 Earnings Conference Call May 15, 2023 8:30 AM ET Company Participants Eric Brock - Chairman & CEO Derek Reisfield - CFO Reese Mozer - President Stewart Kantor - Founder & President, Ondas Networks Meir Kliner - Founder, Airobotics & President, Ondas Autonomous Systems Conference Call Participants Mike Latimore - Northland Capital Markets Timothy Horan - Oppenheimer Matthew Galinko - Maxim Carter Mansbach - Forte Capital Operator Good morning, and welcome to the Ond ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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) | --- | --- | |----------- ...

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, 2022 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 411 Waverley Oaks Road, Suite 114, ...

Ondas Holdings Inc. (NASDAQ:ONDS) Q4 2022 Earnings Conference Call March 14, 2023 8:30 AM ET Company Participants Eric Brock - Chairman & Chief Executive Officer Derek Reisfield – President & Chief Financial Officer Stewart Kantor - Founder & President, Ondas Networks Reese Mozer - Founder & Chief Executive Officer, American Robotics Meir Kliner - CEO and Co-Founder of Airobotics Conference Call Participants Mike Latimore - Northland Capital Markets Timothy Horan - Oppenheimer & Co. Operator Welcome to the ...