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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) March 12, 2025

 

Ondas Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-39761   47-2615102
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

One Marina Park Drive, Suite 1410, Boston, MA 02210

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (888) 350-9994

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock par value $0.0001   ONDS   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 2.02. Results of Operations and Financial Condition.

 

On March 12, 2025, Ondas Holdings Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A slide presentation, which includes supplemental information relating to the Company’s financial results for the fourth quarter and year ended December 31, 2024, is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated March 12, 2025.
99.2   Presentation, dated March 12, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 12, 2025 ONDAS HOLDINGS INC.
   
  By: /s/ Eric A. Brock
    Eric A. Brock
    Chief Executive Officer

 

 

2

 
EX-99.1 2 ea023396701ex99-1_ondas.htm PRESS RELEASE, DATED MARCH 12, 2025

Exhibit 99.1

 

Ondas Holdings Reports Fourth Quarter and Full Year 2024 Financial Results:
Anticipates Record Revenue in 2025

 

Ondas Autonomous Systems (OAS) Business Unit 2025 Revenue Outlook Raised to at least $20 Million
Driven by $10 Million Backlog and Expected Order Growth from Current and New Military Customers

 

$25 Million in 2025 Total Revenue Expected for Ondas Holdings

 

Partnership with Palantir to Enhance Scalability and Support Growth Strategy

 

Leadership Team Enhanced with Oshri Lugassi as Co-CEO of OAS and Markus Nottelmann as CEO of Ondas Networks

 

Conference Call Scheduled for Today at 8:30 a.m. ET

 

BOSTON, MA / March 12, 2025 / Ondas Holdings Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems (OAS) business units, reported financial and operating results for the fourth quarter and full year ended December 31, 2024.

 

“Ondas entered 2024 with deepening customer engagement and a growing business pipeline at OAS, allowing us to end the year with $10 million in backlog at OAS. We believe 2025 will be a record year with OAS expected to contribute at least $20 million in revenues of the expected Ondas Holdings revenue of $25 million,” said Eric Brock, Chairman and CEO of Ondas Holdings. “Our momentum in 2024 was supported by securing two key programs with a major military customer for our Optimus and Iron Drone platforms, opening the large and fast-growing global defense markets. Additionally, we fortified our financial position by securing $35 million of capital in the fourth quarter, supporting our strong growth outlook.

 

“In 2025, as we recover from the war-related disruptions of the previous year, we are delivering on our backlog and growing bookings. Our focus is on expanding our current programs in Israel and the United Arab Emirates (UAE), and securing new military customers, while also capturing important Drone as First Responder (DFR) and critical infrastructure customers in the U.S. As we bring more customers on board, we will expand our operating platform with targeted investments in our supply chain and field services capabilities, supporting the multi-year growth plan we are executing. The recently announced partnership with Palantir will be critical to scaling our global operating platform as revenues ramp and we create optionality around strategic activities that broaden our solutions portfolio for customers.

 

“We recently significantly bolstered our leadership team with the addition of Oshri Lugassi as Co-CEO at OAS and Markus Nottelmann as CEO at Ondas Networks. Oshri and Markus bring incredible leadership experience and valuable skillsets to help Ondas operationalize and drive adoption of our platform technologies. We are already witnessing expanded customer and strategic opportunities at both OAS and Ondas Networks as they hit the ground running. I look forward to working closely with these two exceptional leaders as we build the business across Ondas.

 

“At OAS, we are advancing the fulfillment of military programs for the Iron Drone Raider and Optimus System drone platforms. I want to emphasize the outstanding work with Iron Drone, where we collaborated intensively with our customers and technology partners to enhance, commercialize, and operationalize the Raider platform for combat deployments. The Iron Drone Raider features what we believe are best-in-class intelligent navigation capabilities in global navigation satellite system (GNSS) complex environments, meeting global requirements for low kinetic mitigation of threats from hostile drones. We have made similar navigation enhancements for the Optimus System, further establishing this platform as a valuable component of border and military base security for defense and homeland security customers.

 


 

“At Ondas Networks, we continue to see significant long-term opportunities with the dot16 standard in the railroad sector. Although the railroads’ spending plans for the new 900 MHz network have remained slower than expected, we anticipate eventual upgrades there as legacy equipment is obsoleted, as well as in other private rail networks. As we continue to engage customers on network adoption timelines, we expect to secure new product development and service partners in 2025, which will drive increasing operational use cases for applications supported by our dot16-enabled solutions. These new products and services underscore the significant and growing strategic value of our unique software-based IP supporting the dot16 industrial wireless standard, as well as the technology expertise our team brings to the rail markets,” Brock concluded.

 

Full Year 2024 and Recent Highlights – Ondas Autonomous Systems

 

Generated $5.3 million in revenues in 2024 compared to $9.0 million in 2023, and secured approximately $16.9M in bookings, marking the largest in OAS’ history.

 

Named Oshri Lugassi as co-CEO at Ondas Autonomous Systems. Mr. Lugassi brings decades of leadership and experience in military operations, autonomous systems, and global defense technology earned through his performance with the Israeli Defense Forces (IDF), where he commanded over 30,000 personnel and with his time at Rafael Advanced Defense Systems where he helped generate over $20 billion in system sales.

 

Appointed Ron Stern to the Ondas Board of Directors to take an active role in supporting the accelerated growth at OAS, while leveraging over twenty years of growth equity and venture capital experience.

 

Ondas announced a partnership with Palantir Technologies Inc. to enhance operational capabilities and drive global adoption of its autonomous drone platforms by utilizing Palantir’s Foundry platform, which will enable scalable operations, optimize supply chain and production workflows, and improve customer engagement strategies for both commercial and military clients.

 

The development of the Iron Drone Raider was accelerated to meet advanced defense and security requirements, including the development and integration of intelligent navigation and operating capabilities in GNSS complex aerial environments.

 

Secured a $9 million purchase order for Iron Drone in August 2024 from a major military customer for border security and military protection.

 

Airobotics has supported the operational deployment of multiple Iron Drone systems that are now deployed in active military operations securing critical locations

 

Secured a $5.4 million purchase order in September 2024 from a major military customer for Optimus deployments in military base and border security operations under extreme environmental conditions.

 

In November of 2024, Airobotics secured a $1 million grant from the Israeli Innovation Authority to enhance Iron Drone Raider with advanced autonomous counter-drone capabilities.

 

2


 

Continued expansion in the Middle East, scaling its Optimus drone network through a partnership with a local governmental entity with an extended services agreement supporting public safety in the city of Dubai.

 

Airobotics renewed its contract with a global semiconductor manufacturer, receiving a new purchase order to continue providing fully automated aerial security and data services at a critical fabrication facility in Israel which has been operational since 2016.

 

Airobotics extended its reach in Europe through reseller partnerships with HHLA Sky and C-Astral Aerospace, enabling drone services for terminal operations and critical infrastructure in Germany, Slovenia, and other European nations.

 

Announced another order from a major defense company to support customer marketing and integrate new system features expected to extend the Raider’s capabilities and value to defense markets.

 

In January 2025, Airobotics received an order from a major defense company to integrate and test new applications in the AI-driven Iron Drone Raider system, expanding its capabilities against evolving threats.

 

Airobotics launched a global demonstration team to showcase the Iron Drone Raider system, demonstrating its AI-driven counter-drone capabilities to key defense and security customers worldwide. Multiple demonstrations of Optimus and Iron Drone Raider were conducted for defense and infrastructure clients in Europe, reinforcing Airobotics’ growing presence in the region.

 

American Robotics received an order to deploy the Optimus System, integrated with the Kestrel airspace awareness platform, for a major municipal utility located on the East Coast of the U.S. with drone infrastructure slated to be deployed to help protect and secure critical water resources for the local community.

 

Ondas and Volatus Aerospace formed a strategic partnership to enhance border surveillance using advanced drone technologies, reinforcing OAS’s role in security and defense applications.

 

American Robotics secured an FAA BVLOS waiver for expanded drone operations over people and moving vehicles from a remote operations center, advancing its leadership in autonomous drone operations.

 

OAS President Meir Kliner commented, “2024 has been a transformative year for OAS, highlighted by record-breaking bookings, strategic global partnerships, and continued technological advancements across our Optimus and Iron Drone platforms. As we expand our footprint in defense and homeland security, we remain committed to delivering highly capable and reliable autonomous drone solutions. The increasing demand for our platforms reaffirms the growing need for advanced security and aerial intelligence solutions in military, border protection, and critical infrastructure defense. Looking ahead to 2025, we anticipate sustained momentum as we leverage our core technology to address evolving security and operational challenges.”

 

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Full Year 2024 and Recent Highlights – Ondas Networks 

 

Generated $1.9 million of revenue in 2024, compared to $6.7 million in 2023, due to extended network adoption timelines with Class I railroad customers.

 

Appointed Markus Nottelmann, an accomplished executive with significant railroad and industrial technology experience, as CEO of Ondas Networks in the first quarter of 2025.

 

Our partner Siemens announced a purchase order in December 2024 from Metra, the primary commuter rail system serving the Chicago metropolitan area, for Airlink dot16 compliant wireless systems to upgrade the legacy 900 MHz ATCS network and migrate the network to the new 900 MHz A-block.

 

Successfully completed a major testing program at MxV Rail of Ondas Networks’ dot16 technology for Next-Generation Head of Train / End of Train (“NGHE”) systems. The NGHE program is slated to enhance the performance and reliability of the advanced telemetry devices used in rail operations to monitor and communicate critical train data, such as brake pressure and motion status, between the locomotive and the train’s end. The Association of American Railroads (AAR) Wireless Communications Committee is expected to adopt 802.16t technology for integration in all NGHE devices, which operate in the 450 MHz network.

 

Achieved key development milestones in the 220 MHz radio program on behalf of an Amtrak-sponsored upgrade to its Advanced Civil Speed Enforcement System (ACSES), a Positive Train Control (PTC) system utilized by passenger and transit, as well as certain freight rail operators in the Northeast Corridor (NEC). Product development related to this $2.8 million agreement is nearing completion, with commercial deliveries slated for Q2 2025.

 

Completed installation of Airlink dot16 compliant wireless systems for a Class I rail operator in the Chicago area to upgrade a legacy 900 MHz network and upgrade to the new 900 MHz A-block.

 

Ongoing engagement in a field trial with a Class I railroad to host ITCM over 900 MHz to demonstrate the flexibility of the dot16 platform and establish the new 900 MHz network as a redundant network option to host the safety critical PTC application.

 

Completed a cost cutting program and reduced headcount by nine full time employees to reduce annual operating expenses. Ondas Networks continues to closely manage and tie operating expenses to expectations for customer orders and revenue generation.

 

Engaged with several Class 1 railroads to adopt and deploy dot16-compliant systems in the 900 MHz, as well as the other railroads’ other proprietary frequencies, to enable high data volume transmission requirements of Class I use cases.

 

Markus Nottelmann, Ondas Networks CEO, commented, “In recent months Ondas Networks has begun to broaden and deepen its direct engagement with Class I railroads and other industry stakeholders, including the Federal Railroad Administration (FRA), with a focus on communications applications that address operational and safety needs for the industry. Our dot16 technology is a versatile platform that enables a variety of new applications that will contribute to safe and efficient train operations for railroad customers. We remain active on various projects on the 900 MHz network upgrade and the new 900 MHz ‘A-block’ will continue to play a part in this broader strategy around railroad communications and new, emerging use cases.

 

“We expect to begin commercialization of our NGHE capabilities in 2025, while engaging in additional new product opportunities to support Class I rails’ big data applications and adding further value to the dot16 network upgrades we expect the Railroads to pursue in the coming years. Additionally, we continue to engage customers and industry partners on railway communication projects globally leveraging our technical capabilities and the expertise of our team.”

 

4


 

Fourth Quarter 2024 Financial Results

 

Revenues were up 173% to $4.1 million quarter-over-quarter for the three months ended December 31, 2024, compared to $1.5 million for the three months ended September 30, 2024, and down 18% from $5.0 million for the three months ended December 31, 2023. Revenues from Ondas Networks were $0.5 million as compared to $0.4 million in the third quarter of 2024 and $1.6 million in the fourth quarter of 2023 due to extended timelines for network deployments by customers. OAS revenue was $3.6 million, an increase of 260% from $1.0 million in the third quarter of 2024, and an increase of $0.3 million or 10% from $3.3 million in the fourth quarter of 2023. The increase reflects the shipment of products and services from the $14.4 million order primarily related to the two new programs secured with a military customer in the third quarter of 2024.

 

Gross profit was $0.9 million for the three months ended December 31, 2024, compared to $0.1 million for the three months ended September 30, 2024, and $1.7 million for three months ended December 31, 2023. Gross profit as a percentage of revenues was 22% for the three months ended December 31, 2024, 35% for the three months ended December 31, 2023, and 3% for the three months ended September 30, 2024. The increase in gross margins from the third quarter results from increased product revenue at OAS. Compared to the fourth quarter of 2023, the decrease reflects the lack of higher margin product sales at Ondas Networks and slightly lower margins at OAS because of the inclusion of third-party products in the current quarter revenue.

 

Operating expenses decreased to $9.4 million for the three months ended December 31, 2024, as compared to $14.4 million in three months ended December 31, 2023, and compared to $8.7 million in the three months ended September 30, 2024. The decrease compared to the fourth quarter of 2023 of $5.0 million was primarily due to one-time non-cash charges for impairment of long-term assets of $4.0 million recorded in the previous year and various cost saving measures implemented in 2024. Compared to the third quarter of 2024, the increase of $0.7 million was primarily the result of a non-cash credit loss.

 

Operating loss narrowed to $8.5 million for the three months ended December 31, 2024, as compared to $12.6 million for the three months ended December 31, 2023, and $8.7 million for the three months ended September 30, 2024. The improvement from the prior year was result of the one-off charges described above, in the fourth quarter of 2023.

 

Net loss was $10.3 million for the three months ended December 31, 2024, as compared to a net loss of $14.1 million for the three months ended December 31, 2023, and $9.5 million for the three months ended September 30, 2024.

 

Adjusted EBITDA loss was $7.0 million for the three months ended December 31, 2024, unchanged from $7.0 million for the three months ended December 31, 2023, and $7.1 million for the three months ended September 30, 2024. A reconciliation of Adjusted EBITDA, a non-GAAP measure, is provided in the attached financial tables.

 

Full Year 2024 Financial Results

 

Revenues were $7.2 million for the year ended December 31, 2024, as compared to $15.7 million for the year ended December 31, 2023, largely due to extended customer timelines at Ondas Networks and war related disruptions in Israel for OAS that impacted operations, particularly in the first half of 2024.

 

Gross profit for the year ended December 31, 2024, was $0.3 million or 5% compared to $6.4 million or 41% for the year ended December 31, 2023, reflecting lower revenue compared to fixed operations costs particularly at OAS.

 

5


 

Operating expenses narrowed sharply to $35.0 million for the year ended December 31, 2024, compared to $46.1 million for the year ended December 31, 2023. The reduction reflects the full synergies achieved in 2024 from the integration of the Airobotics and American Robotics operations that was implemented during 2023, costs savings at Ondas Networks and the absence of one-time impairment charges in 2024.

 

The Company’s operating loss narrowed to $34.6 million for the year ended December 31, 2024, as compared to a loss of $39.7 million for the year ended December 31, 2023. Operating loss decreased primarily due to the decrease in operating expenses, partially offset by the decreased revenue and lower gross profit. Net loss narrowed to $38.0 million for the year ended December 31, 2024, as compared to a net loss of $44.8 million for the year ended December 31, 2023.

 

The Company’s Adjusted EBITDA loss narrowed to approximately $28.5 million for the year ended December 31, 2024, as compared to $29.7 million for the year ended December 31, 2023. A reconciliation of Adjusted EBITDA, a non-GAAP measure, is provided in the attached financial tables.

 

The Company held cash of $30.0 million as of December 31, 2024, as compared to $15.0 million as of December 31, 2023. The increase of $15.0 million was the result of raising $50.2 million in financing, of which $33.5 million was used to fund operations and $1.7 million to invest in equipment. The amount received for financing included $38.4 million in convertible and other debt, $7.4 million in proceeds from the sale of common shares, exercise of warrants and stock options, and $4.4 million from the sale of a non-controlling interest in Ondas Networks.

 

Operational and Financial Outlook for 2025

 

The Company expects to generate strong growth in 2025 with a revenue target of $25 million, which would be a record year and represent nearly 250% growth year over year from 2024. Growth will be led by our OAS business unit which we expect to generate at least $20 million in revenue as compared to our previous expectation of $15 – 18 million shared at the OAS Investor Day in September 2024. This outlook is supported by $10 million in backlog and what we believe is a conservative view of the likely orders we expect to secure and fulfill during the year. Revenue expectations for Ondas Networks currently are primarily related to existing and expected development programs and modest system sales due to the current lack of firm commitments on rail network buildout timelines.

 

Bookings and revenue growth are expected to fluctuate from quarter-to-quarter given the variability around both expected orders associated with program expansion with existing customers, as well as the timing of the addition of new customers at OAS, and the timing of rail network buildouts for Ondas Networks.

 

Earnings Conference Call & Audio Webcast Details

 

Date: Wednesday, March 12, 2025

Time: 8:30 a.m. Eastern Time

Toll-free dial-in number: 844-883-3907

International dial-in number: 412-317-5798

Call participant pre-registration link: here

 

The Company encourages listeners to pre-register, which allows callers to gain immediate access and bypass the live operator. Please note that you can register at any time during the call. For those who choose not to pre-register, please call the conference telephone number 10-15 minutes prior to the start time, at which time an operator will register your name and organization.

 

The conference call will also be broadcast live and available for replay here and via the investor relations section of the Company’s website at ir.ondas.com. A replay will be accessible from the investor relations website after completion of the event.

 

6


 

About Ondas Holdings Inc 

 

Ondas Holdings Inc. (“Ondas”) is a leading provider of private wireless data solutions via Ondas Networks Inc. (“Ondas Networks”) and commercial drone solutions through Ondas Autonomous Systems Inc. via its wholly owned subsidiaries American Robotics, Inc. (“American Robotics” or “AR”) and Airobotics LTD (“Airobotics”), which we operate as a separate business unit called Ondas Autonomous Systems.

Ondas Networks is a developer of proprietary, software-based wireless broadband technology for large established and emerging commercial and government markets. Ondas Networks’ standards-based (802.16s), multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today’s legacy private licensed wireless networks. Ondas Networks’ customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications.

 

Ondas Autonomous Systems Inc. (OAS) specializes in designing, developing, and marketing autonomous drone solutions via its two advanced drone platforms: the Optimus System, the world’s first FAA-certified small UAS (sUAS) for aerial security and data capture, and the Iron Drone Raider, a counter-drone system designed to combat hostile drones. Both platforms are highly automated, AI-powered, and capable of continuous, remote operation for critical defense, infrastructure, industrial, and government applications. American Robotics and Airobotics have achieved industry-leading regulatory milestones, including the first-ever FAA Type Certification for the Optimus System and the first drone system approved by the FAA for automated beyond-visual-line-of-sight (BVLOS) operations without an on-site human operator. 

 

Ondas Networks, American Robotics and Airobotics together provide users in defense, homeland security, public safety and other critical industrial and government security and infrastructure markets with improved connectivity, situational awareness and data collection and information processing capabilities.

 

For additional information on Ondas Holdings, visit www.ondas.com or follow Ondas Holdings on X formerly known as Twitter and LinkedIn. For additional information on Ondas Networks, visit www.ondasnetworks.com or follow Ondas Networks on X and LinkedIn. For additional information on American Robotics, visit www.american-robotics.com or follow American Robotics on X and LinkedIn. For additional information on Airobotics, visit www.airoboticsdrones.com or follow Airobotics on X and LinkedIn. For additional information on Ondas Autonomous Systems, follow us on LinkedIn.

 

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Information on our websites and social media platforms is not incorporated by reference in this release or in any of our filings with the U.S. Securities and Exchange Commission.

 

Non-GAAP Financial Measure

 

As required by the rules of the Securities and Exchange Commission (“SEC”), we provide a reconciliation of Adjusted EBITDA, the non-GAAP financial measure, contained in this press release to the most directly comparable measure under GAAP, which reconciliation is set forth in the table below.

 

We believe that Adjusted EBITDA facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, the Company’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate Adjusted EBITDA differently, and therefore our measures may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA should only be used as supplemental measures of our operating performance.

 

We believe that Adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the table below, which management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses.

 

Management uses Adjusted EBITDA in making financial, operating, and planning decisions and evaluating the Company’s ongoing performance.

 

Forward-Looking Statements 

 

Statements made in this release that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law. 

 

Contacts

 

IR Contact for Ondas Holdings Inc.

888.657.2377

ir@ondas.com

 

Media Contact for Ondas 

Escalate PR 

ondas@escalatepr.com 

 

Preston Grimes  

Marketing Manager, Ondas Holdings Inc.

preston.grimes@ondas.com

 

8


 

 

ONDAS HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

 

    December 31,  
    2024     2023  
ASSETS            
Current Assets:            
Cash   $ 29,958,106     $ 14,979,436  
Restricted cash     41,215       42,564  
Accounts receivable, net     5,223,182       3,429,974  
Inventory, net     9,821,692       2,186,646  
Other current assets     2,476,356       2,967,619  
Total current assets     47,520,551       23,606,239  
                 
Property and equipment, net     2,586,691       4,175,958  
                 
Other Assets:                
Goodwill, net of accumulated impairment charges     27,751,921       27,751,921  
Intangible assets, net     27,178,057       31,329,182  
Deposits and other assets     663,073       599,517  
Operating lease right of use assets     3,921,995       4,701,865  
Total other assets     59,515,046       64,382,485  
Total assets   $ 109,622,288     $ 92,164,682  
                 
LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable   $ 5,659,643     $ 5,177,022  
Operating lease liabilities     1,121,565       685,099  
Accrued expenses and other current liabilities     4,719,214       3,587,877  
Notes payable, net of unamortized debt discount and issuance costs of $226,785 and $0, respectively, related party     1,273,215       -  
Convertible note payable, net of unamortized debt discount and issuance cost of $362,237 and $0, respectively, related party     5,137,763       -  
Convertible note payable, net of debt discount and issuance cost of $5,236,362 and $1,968,411, respectively     31,947,445       25,692,505  
Deferred revenue     329,025       276,944  
Government grant liability     388,752       520,657  
Total current liabilities     50,576,622       35,940,104  
                 
Long-Term Liabilities:                
Notes payable     300,000       300,000  
Convertible notes payable, net of current, net of unamortized debt discount and issuance cost of $1,681,784 and $391,718, respectively     15,568,216       2,812,156  
Accrued interest     20,041       26,844  
Government grant liability net of current     2,168,430       2,229,047  
Operating lease liabilities, net of current     4,961,967       5,800,710  
Other liabilities     82,500       -  
Total long-term liabilities     23,101,154       11,168,757  
Total liabilities     73,677,776       47,108,861  
                 
Commitments and Contingencies                
                 
Temporary Equity                
Redeemable noncontrolling interest     19,361,205       11,920,694  
                 
Stockholders’ Equity                
Preferred stock – par value $0.0001; 5,000,000 shares authorized at December 31, 2024 and December 31, 2023, respectively, and none issued or outstanding at December 31, 2024 and December 31, 2023, respectively     -       -  
Preferred stock, Series A – par value $0.0001; 5,000,000 shares authorized at December 31, 2024 and December 31, 2023, respectively, and none issued or outstanding at December 31, 2024 and December 31, 2023, respectively     -       -  
Common stock – par value $0.0001; 300,000,000 shares authorized at December 31, 2024 and 2023; 93,173,191 and 61,940,878 issued and outstanding, at December 31, 2024 and December 31, 2023, respectively     9,317       6,194  
Additional paid in capital     252,941,813       231,488,999  
Accumulated deficit     (236,367,823 )     (198,360,066 )
Total stockholders’ equity     16,583,307       33,135,127  
Total liabilities and stockholders’ equity   $ 109,622,288     $ 92,164,682  

 

9


 

 

ONDAS HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

    Years Ended
December 31,
 
    2024     2023  
Revenues, net   $ 7,192,694     $ 15,691,430  
Cost of goods sold     6,847,511       9,310,256  
Gross profit     345,183       6,381,174  
                 
Operating expenses:                
General and administration     17,141,882       21,556,976  
Sales and marketing     5,336,204       5,908,263  
Research and development     12,476,401       17,145,235  
Long-term equity investment impairment     -       1,500,000  
Total operating expenses     34,954,487       46,110,474  
                 
Operating loss     (34,609,304 )     (39,729,300 )
                 
Other income (expense), net                
Other income (expense), net     (19,890 )     (180,904 )
Change in fair value of government grant liability     94,962       (478,721 )
Interest income     234,930       123,874  
Interest expense     (3,620,258 )     (4,154,759 )
Foreign exchange loss, net     (88,197 )     (425,062 )
Total other income (expense), net     (3,398,453 )     (5,115,572 )
                 
Loss before income taxes     (38,007,757 )     (44,844,872 )
                 
Provision for income taxes     -       -  
                 
Net loss   $ (38,007,757 )   $ (44,844,872 )
Less preferred dividends attributable to noncontrolling interest     1,504,138       512,207  
Less deemed dividends attributable to accretion of redemption value     2,907,567       1,001,538  
Net loss attributable to common stockholders     (42,419,462 )     (46,358,617 )
                 
Net loss per share - basic and diluted   $ (0.61 )   $ (0.88 )
                 
Weighted average number of common shares outstanding, basic and diluted     69,917,062       52,740,215  

 

10


 

ONDAS HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    Years Ended
December 31,
 
    2024     2023  
             
CASH FLOWS FROM OPERATING ACTIVITIES            
Net loss   $ (38,007,757 )   $ (44,844,872 )
Adjustments to reconcile net loss to net cash flows used in operating activities:                
Depreciation     602,304       844,833  
Amortization of debt discount and issuance cost     2,527,102       3,139,779  
Amortization of intangible assets     4,220,436       4,147,092  
Amortization of right of use asset     841,895       1,060,398  
Provision for obsolete inventory     120,790       -  
Credit losses     992,571       1,050,000  
Retirement of assets     1,578       52,595  
Loss on intellectual property     27,670       12,223  
Gain on termination of operating lease     (12,256 )     -  
Impairment of long-term equity investment     -       1,500,000  
Impairment of right of use asset and leasehold improvements     -       1,383,537  
Impairment of property and equipment     -       1,127,768  
Change in fair value of government grant liability     (214,891 )     427,208  
Stock-based compensation     1,265,185       1,047,398  
Changes in operating assets and liabilities:                
Cash paid for right of use asset     (272,262 )     -  
Accounts receivable     (2,890,779 )     (4,263,453 )
Inventory     (5,466,297 )     1,481,078  
Other current assets     491,263       (415,217 )
Deposits and other assets     (63,556 )     (318,460 )
Accounts payable     1,155,590       1,241,951  
Accrued expenses and other current liabilities     1,151,994       (494,029 )
Deferred revenue     157,081       (1,387,099 )
Operating lease liability     (179,784 )     (812,249 )
Other liabilities     82,500       -  
Net cash flows used in operating activities     (33,469,623 )     (34,019,519 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Patent costs     (36,540 )     (70,081 )
Purchase of equipment     (1,636,395 )     (211,035 )
Proceeds from sale of equipment     1,700       48,768  
Purchase of software intangible     (60,441 )     -  
Cash paid for Iron Drone asset acquisition     -       (135,000 )
Cash acquired on the acquisition of Airobotics Ltd.     -       1,049,454  
Cash paid for Field of View LLC asset acquisition     -       (145,833 )
Net cash flows provided by (used in) investing activities     (1,731,676 )     536,273  
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from exercise of stock options and warrants     57,790       40,338  
Proceeds from convertible notes payable, net of issuance costs, related party     5,436,897       -  
Proceeds from convertible notes payable, net of issuance costs     31,560,009       9,309,513  
Proceeds from notes payable, net of issuance costs, related party     1,422,186       -  
Proceeds from government grant     299,838       189,752  
Proceeds from sale of common stock and warrants, net of issuance costs     7,304,334       -  
Proceeds from sale of redeemable preferred stock in Ondas Networks, net of issuance costs     4,375,035       14,692,335  
Payments on convertible notes payable     -       (4,354,911 )
Payments on government grant liability     (277,469 )     (6,576 )
Payments on loan payable     -       (1,140,301 )
Net cash flows provided by financing activities     50,178,620       18,730,150  
                 
Increase (decrease) in cash, cash equivalents, and restricted cash     14,977,321       (14,753,096 )
Cash, cash equivalents, and restricted cash beginning of period     15,022,000       29,775,096  
Cash, cash equivalents, and restricted cash end of period   $ 29,999,321     $ 15,022,000  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
                 
Cash paid for interest   $ 21,803     $ 176,542  
Cash paid for income taxes   $ -     $ -  
                 
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:                
                 
Preferred dividends attributable to redeemable noncontrolling interest   $ 1,504,138     $ 512,207  
Accretion of redeemable preferred stock in Ondas Networks   $ 2,907,567     $ 1,001,538  
Common stock, vested stock options, and warrants in relation to the acquisition of Airobotics, Ltd.   $ -     $ 5,962,628  
Common stock in relation to acquisition of the assets of Iron Drone, Ltd.   $ -     $ 85,000  
Debt exchanged for common stock   $ 14,227,461     $ 9,849,287  
Warrants in relation to sale of redeemable preferred stock in Ondas Networks   $ 1,471,194     $ 4,593,051  
Warrants in relation to sale of common stock   $ 2,198,559     $ -  
Warrants in Ondas Autonomous Systems, in relation to sale of common stock   $ 954,737     $ -  
Warrants in Ondas Networks, in relation to notes payable and convertible notes payable   $ 1,324,215     $ -  
Non-cash consideration for settlement of development agreement payable   $ 342,428     $ -  
Transfer of equipment into inventory   $ 2,289,539     $ -  
Operating leases right-of-use assets obtained in exchange of lease liabilities   $ -     $ 3,875,700  

 

11


 

 

ONDAS HOLDINGS INC.

ADJUSTED EBITDA RECONCILIATION

 

    Years Ended
December 31,
 
    2024     2023  
             
Net Loss   $ (38,007,757 )   $ (44,844,872 )
Depreciation     602,304       844,833  
Amortization     4,220,436       4,147,092  
Other expense, net(1)     3,398,453       5,115,572  
Stock-based compensation     1,265,185       1,047,398  
Impairment of long-term equity investment     -       1,500,000  
Impairment of right of use asset and leasehold improvements     -       2,511,305  
Adjusted EBITDA   $ (28,521,379 )   $ (29,678,672 )

 

    Three Months Ended
December 31,
 
    2024     2023  
             
Net Loss   $ (10,335,669 )   $ (14,138,774 )
Depreciation     177,667       196,209  
Amortization     1,058,707       1,043,501  
Other expense, net(1)     1,817,865       1,492,839  
Stock-based compensation     276,502       411,048  
Impairment of long-term equity investment     -       1,500,000  
Impairment of right of use asset and leasehold improvements     -       2,511,305  
Adjusted EBITDA   $ (7,004,928 )   $ (6,983,872 )

 

    Three Months Ended September 30,  
    2024     2023  
             
Net Loss   $ (9,526,268 )   $ (7,292,461 )
Depreciation     190,332       235,999  
Amortization     1,056,141       1,064,798  
Other expense, net(1)     865,553       1,358,440  
Stock-based compensation     311,133       (2,266,875 )
Adjusted EBITDA   $ (7,103,109 )   $ (6,900,099 )

 

(1) Other expense, net includes interest income, interest expense, foreign exchange loss, net, change in fair value of government grant liability, and other income (expense), net included on the Company’s Consolidated Statements of Operations.

 

 

12

 

EX-99.2 3 ea023396701ex99-2_ondas.htm PRESENTATION, DATED MARCH 12, 2025

Exhibit 99.2

 

Fourth Qu6rter & Full Ye6r 2024 E6rfiifigs Rele6se Copyright 2025. All rights reserved.


NASDAQ: ONDS | March 12, 2025 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning . Ondas Holdings Inc . (“Ondas” or the “Company”) cautions readers that forward - looking statements are predictions based on its current expectations about future events . These forward - looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict . The Company’s actual results, performance, or achievements could differ materially from those expressed or implied by the forward - looking statements as a result of a number of factors, including, the risks discussed under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10 - K filed with the U . S . Securities and Exchange Commission (“SEC”), in the Company’s Quarterly Reports on Form 10 - Q filed with the SEC, and in the Company’s other filings with the SEC . The Company undertakes no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law . Also, this presentation contains certain non - GAAP financial measures . For a description of these non - GAAP financial measures, including reconciliations to the most comparable measure under GAAP, see the Appendix to this presentation . Information in this presentation is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction . 2 Discl6imer Nasdaq: ONDS Eric Brock CHAIRMAN & CEO Eric is an entrepreneur with over 25 years of management and investing experience.


Neil L6ird INTERIM CFO, TREASURER & SECRETARY Neil is an experienced financial executive with over 25 years in the technology sector. Oshri Lug6ssi Co - CEO Oshri is a defense and technology leader with decades of experience in autonomous systems, global business development, and military command. Meir Klifier PRESIDENT Meir is an entrepreneur with over 20 years of proven track record in aerospace development and manufacturing. M6rkus Nottelm6fifi CEO Markus has extensive experience introducing new technologies into railroad markets, holding leadership roles in finance and operations across multiple companies. 3 Leadership Team Nasdaq: ONDS Agefid6 4 • Introduction • Financial Review • Business Update • Ondas Networks • Ondas Autonomous Systems (OAS) • Closing Remarks • Q&A



Nasdaq: ONDS 2024 Review 5 A Year of Momentum and Strategic Progress Ondas Autonomous Systems • Entered the Defense market with Optimus & Iron Drone • Captured two PORs with major military in Middle East • Positioned Iron Drone to define low kinetic CUAS category • Advanced operational plan to support growth • Exited year with $10.0 million backlog, positioning OAS for at least $20 million in expected 2025 revenues Ondas Networks • Advanced dot16 roadmap and ecosystem with Railroads for 900 MHz and beyond (e.g., Amtrak 220 MHz and NGHE 450 MHz) Ondas Holdings • Fortified capital position by raising $35 million in Q4 2024 • Exited year positioned for expected revenue growth to $25 million in 2025 Nasdaq: ONDS Outlook for 2025 Execute and expand existing programs Positioned for a Record Year Drive Growth with Existifig Progr6ms 6fid Customers Secure new military customers; execute US pipeline Further Exp6fisiofi Through New Customer Progr6ms Palantir Foundry partnership to help scale supply chain & sustainment Cofitifiue Ifivestmefits to Sc6le Oper6tiofis Broaden customer and partner engagement 6 6 Further Build Str6tegic V6lue 6t Ofid6s Networks



Nasdaq: ONDS P6l6fitir P6rtfiership Palantir Foundry to help scale OAS operating platform in support of revenue ramp • What: Ondas has partnered with Palantir Technologies to integrate the Palantir Foundry platform into its operations, enhancing its autonomous drone platforms. • Why: The partnership aims to unify data and streamline operations, enabling scalable adoption of Ondas' Optimus System and Iron Drone Raider globally. • Benefits: Foundry's AI - driven insights will optimize supply chain, production workflows, and customer engagement, delivering superior value to commercial and military clients. 7 Nasdaq: ONDS KEY FINANCIAL INSIGHTS: 8 8 (1) See the “Non - GAAP Financial Measures” section in the Appendix.


• P&L reflects early stage of initial platform adoption for Ondas Networks and OAS • Gross margin lower on product / services mix; expected to remain variable • OPEX improvement driven by strong expense controls and lower non - cash charges • Decline in recurring cash operating expenses due to strong cost controls despite expanded business activity • Adjusted EBITDA loss flat year - over - year Fifi6fici6l Review Q4 2024 Three Months Ended December 31, SELECT P&L DATA 2023 2024 (Unaudited) $ 4,961,285 $ 4,129,042 Revenues, net 3,233,661 3,245,542 Cost of goods sold 1,727,624 883,500 Gross profit 14,373,559 9,401,304 Total operating expenses $ (12,645,935) $ (8,517,804) Operating Loss $ (14,138,774) $ (10,335,669) Net Loss SUPPLEMENTAL INFO: 196,209 177,667 Depreciation expense 1,043,501 1,058,707 Amortization of intangible assets 411,048 276,502 Stock - based compensation 1,492,839 1,817,865 Interest Expense / Other 1,500,000 - Impairment of long - term equity investment 2,511,305 - Impairment of right of use asset and leasehold improvements 7,154,902 3,330,741 Total $ 8,711,496 $ 7,888,428 Cash Operating Expenses $ (6,983,872) $ (7,004,928) Adjusted EBITDA (1)


Nasdaq: ONDS KEY FINANCIAL INSIGHTS: 8 9 (1) See the “Non - GAAP Financial Measures” section in the Appendix. • Revenue results due to • War disruptions at OAS • Extended timelines at Ondas Networks • OPEX improvement driven by expense controls and lower non - cash charges • Recurring cash operating expenses reduced due to restructuring benefits in early 2024 and strong cost controls • Adjusted EBITDA loss improved modestly despite levels of revenue and expanded business operations Fifi6fici6l Review FY 2024 Twelve Months Ended December 31, SELECT P&L DATA 2023 2024 (Unaudited) $ 15,691,430 $ 7,192,694 Revenues, net 9,310,256 6,847,511 Cost of goods sold 6,381,174 345,183 Gross profit 46,110,474 34,954,487 Total operating expenses $ (39,729,300) $ (34,609,304) Operating Loss $ (44,844,872) $ (38,007,757) Net Loss SUPPLEMENTAL INFO: 844,833 602,304 Depreciation expense 4,147,092 4,220,436 Amortization of intangible assets 1,047,398 1,265,185 Stock - based compensation 5,115,572 3,398,453 Interest Expense / Other 1,500,000 - Impairment of long - term equity investment 2,511,305 - Impairment of right of use asset and leasehold improvements 15,166,200 9,486,378 Total $ 36,059,846 $ 28,866,562 Cash Operating Expenses $ (29,678,672) $ (28,521,379) Adjusted EBITDA (1)


Nasdaq: ONDS KEY FINANCIAL INSIGHTS: 10 10 • Cash balance of $30.0 million • Operating cash burn includes working capital investment of $4.8 million • Cash provided by financing includes: • $35.3 million net proceeds raised during Q4 including $28.3 million at Ondas Holdings (convertible notes), and $7.0 million net proceeds at Ondas Networks and OAS ( convertible notes) • $14.9 million aggregated net proceeds raised earlier in the year at Ondas Holdings and Ondas Networks Fifi6fici6l Review FY 2024 Year Ended December 31, SELECT CASH FLOW DATA 2023 2024 (Unaudited) $ (34,019,519) $ (33,469,623) Net cash used in operating activities 536,273 (1,731,676) Net cash provided by (used in) investing activities 18,730,150 50,178,620 Net cash provided by financing activities (14,753,096) 14,977,321 Increase (decrease) in cash 29,775,096 15,022,000 Cash, cash equivalents, and restricted cash, beginning of period $ 15,022,000 $ 29,999,321 Cash, cash equivalents, and restricted cash, end of period Nasdaq: ONDS KEY FINANCIAL INSIGHTS: 10 11 • New investment at Ondas Holdings and Ondas Networks • $21.3 million Convertible Notes outstanding at year end 2024 mature in April 2025 and July 2025 • $24.9 million Convertible Notes outstanding at year end mature in December 2026 • $9.6 million of Convertible Notes outstanding at December 2024 has been amortized during 2025 through March 10th B6l6fice Sheet FY 2024 Dec. 31, 2023 Dec. 31 2024 SELECT BALANCE SHEET DATA (Unaudited) ASSETS $ 15,022,000 $ 29,999,321 Cash and restricted cash $ 92,164,682 $ 109,622,288 Total assets LIABILITIES AND STOCKHOLDERS' DEFICIT $ 300,000 $ 1,573,215 Other debt 25,692,505 37,085,208 Convertible notes - current 2,812,156 15,568,216 Convertible notes - long - term $ 28,804,661 $ 54,226,639 Total debt $ 47,108,861 $ 73,677,776 Total liabilities $ 11,920,694 $ 19,361,205 Redeemable noncontrolling interests $ 33,135,127 $ 16,583,307 Total stockholders' equity $ 92,164,682 $ 109,622,288 Total liabilities and stockholders' equity




Nasdaq: ONDS 900 MHz – ATCS & dot16 Upd6te 13 Continuing to support critical comms infrastructure • Received order from Metra, Chicago's primary rail system, for system - wide upgrade of 900 MHz ATCS network • Deployment on a Class I in the Chicago area • Class I Railroads signal intent to build mixed - use, multi - application network in 900 MHz • Railroads intend 900 MHz to be both a primary ATCS network, as well as a backup system for the 220 MHz PTC network • Railroads plan to move legacy 900 MHz CTC traffic to 220 MHz network in certain locations; a redundant path for ITCM traffic on the new 900 MHz is planned • Siemens has informed customers that legacy equipment is no longer available for purchase.


Any replacement in the 900 MHz spectrum will be new Airlink BCPs and WCPs • AAR maintains its commitment to meet 900 MHz transition deadlines, including build - out timeline Nasdaq: ONDS Str6tegic Ro6dm6p 14 Engaging railroads on communications challenges • Continuing to support deployment of customer networks • Migration of multiple networks to new 900 MHz A - Block • Executing on 220 MHz PTC data radio on behalf of Amtrak • Milestones achieved; first prototypes delivered in August • Development program to complete in Q1 2025 • Expect delivery of PTC data radios in Q2 2025 • Subsequent rollout to other operators in the Northeast Corridor • Progressing Next Generation Head - of - Train / End - of - Train (NGHE) • Technology testing complete • Work with HOT/EOT suppliers on integration of our technology • Expect commercialization to begin end of 2025 • Delivering communication solutions for big data challenges • Engaged with several Class Is on large data transmission challenges 16 Nasdaq: ONDS Opefiifig Commefits "OAS is positioned as a leader in autonomous defense technology, bringing combat - proven, AI - driven solutions to allied forces.




With our advanced platforms and operational expertise, we intend to help shape the future of modern warfare and strengthen national security." - Oshri Lugassi, co - CEO OAS THE DEFENSE - TECH OPPORTUNITY GLOBAL CONFLICTS DOUBLED IN PAST 5 YEARS NEW WARFARE - AGILE THREATS TRADITIONAL CONTRACTORS STRUGGLE WITH INNOVATION TIMELINES URGENT NEED FOR UPDATED DEFENSE SOLUTIONS COMBAT - PROVEN DEFENSE - TECH STARTUPS EMERGING VISION • Lead with Platform Technologies • Leverage Exceptional Talent • Nurture Partner Ecosystem • Drive Global Expansion BORN IN COMBAT – BUILT TO SERVE Nasdaq: ONDS OAS Upd6te 17 OAS leverages growing investments in defense, homeland security and public safety capabilities • Secured $14.4 million in orders in second half of 2024 for Iron Drone and Optimus for military and homeland security applications • Established programs with major military customer • Advanced Iron Drone Raider capabilities and operational deployments with defense customers • Enhanced both systems to Defense requirements • Growing US Business • Customer pipeline deepening and maturing • Advanced orders with new customers • Completed the training and demo center • Multiple demonstrations and BVLOS waivers secured • Established strategic alliances • Expanding to Europe and Asia • Started demo program for Optimus & Iron Drone • In touch with MoDs, DoD and Militaries and public safety entities Nasdaq: ONDS Next - Gefi Defefise - Tech Advancing autonomous capabilities with defense end - users • Our strategic orders during 2024 are paving the way for large expansion in the defense and homeland security sectors • The Iron Drone Raider is already operational generating feedback • The Optimus system is in advanced stages of deployment and enhancement • Unparalleled capabilities for a drone - in - a - box in a military environment Use Case Segment Product Purchase Orders Border/Perimeter Security Border/Assets Protection Homeland Security Defense Optimus Iron Drone $5.4M $9.0M 18



Nasdaq: ONDS M6rket, Customer 6fid Product Exp6fisiofi 19 Expansion in all target regiones with key customers and partners in Defense, Homeland Security and Critical operations • US Market • Matured pipeline with key customers in public safety and critical infrastructure • Received purchase order from large US water utility on East Coast to deploy Optimus for aerial security and intelligence • Announced partnership with Volatus Aerospace to pursue border surveillance opportunities • U.S. Coast Guard contract secured for maritime emissions monitoring, supporting EPA Clean Port initiatives • New Customer Demonstration & Training Center in Maryland; BVLOS demonstrations in New York, Texas and Massachusetts • Middle East • Renewed and expanded service contract — Target 22 system fleet by end of 2025 • Potential for expanded commercial use cases in UAE • Europe Expansion • Multiple Optimus & Iron Drone Raider demos for defense & infrastructure clients in Europe, reinforcing Airobotics’ regional growth • Airobotics expanded in Europe via reseller partnerships with HHLA Sky & C - Astral Aerospace and others.


Nasdaq: ONDS Outlook for 2025 20 Positioned for a record year in 2025 • Expect to deliver on our $10 million backlog • Expect a record year for bookings • Expand existing programs with military customer and in UAE • Secure new military customers • Secure new critical infrastructure and public safety customers • Expect $25 million for revenue in 2025 – a record year! • OAS revenue outlook raised to at least $20 million from $15 – 18 million • Expect some growth Ondas Networks; visibility on ramp low Exp6fided Progr6ms Exp6fided Customer B6se Growifig Oper6tiofi6l Sc6le Q&A Fourth Quarter & Full Year 2024 Earnings Release Cop yright 2025.


All rights reserved. NASDAQ: ONDS | March 12, 2025


Nasdaq: ONDS Appefidix (1) See the “Non - GAAP Financial Measures” section below.


22 Year Ended December 31, Three Months Ended December 31, ADJUSTED EBITDA RECONCILIATION 2023 2024 2023 2024 (Unaudited) $ (44,844,872) $ (38,007,757) $ (14,138,774) $ (10,335,669) Net Loss 844,833 602,304 196,209 177,667 Depreciation Expense 5,115,572 3,398,453 1,492,839 1,817,865 Other Income (Expense), net 4,147,092 4,220,436 1,043,501 1,058,707 Amortization of Intangible Assets 4,011,305 4,011,305 Impairment Charge 1,047,398 1,265,185 411,048 276,502 Stock Based Compensation $ (29,678,672) $ (28,521,379) $ (6,983,872) $ (7,004,928) Adjusted EBITDA (1) Year Ended December 31, Three Months Ended December 31, Cash Operating Expense Reconciliation 2023 2024 2023 2024 (Unaudited) $ 46,110,474 $ 34,954,487 $ 14,373,559 $ 9,401,304 Total Operating Expense 844,833 602,304 196,209 177,667 Depreciation Expense 4,147,092 4,220,436 1,043,501 1,058,707 Amortization of Intangible Assets 4,011,305 4,011,305 Impairment Charge 1,047,398 1,265,185 411,048 276,502 Stock Based Compensation $ 36,059,846 $ 28,866,562 $ 8,711,496 $ 7,888,428 Total Cash Operating Expense 23 Nasdaq: ONDS As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of Earnings (Loss) before interest, depreciation, amortization, stock - based compensation and taxes (“Adjusted EBITDA”) and cash operating expenses, the non - GAAP financial measures contained in this presentation to the most directly comparable measures under GAAP, which reconciliations are set forth in the tables included in the Appendix of this presentation . We believe that Adjusted EBITDA and cash operating expenses facilitate the analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, the Company’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses . Other companies may calculate Adjusted EBITDA and cash operating expenses differently, and therefore our measures may not be comparable to similarly titled measures used by other companies . Adjusted EBITDA and cash operating expenses should only be used as supplemental measures of our operating performance . We believe that Adjusted EBITDA improves comparability from period to period by removing the impact of our asset base (depreciation and amortization) and other adjustments as set out in the tables included in the Appendix of this presentation, which management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses . We believe that cash operating expenses is useful to manage expenses as it excludes non - cash items (depreciation expense, amortization expense and stock - based compensation expense) that may obscure our underlying business performance . Management uses Adjusted EBITDA and cash operating expenses in making financial, operating and planning decisions and evaluating the Company's ongoing performance . Nofi - GAAP Fifi6fici6l Me6sures Nasdaq: ONDS 24 Copyright 2025.


All rights reserved. NASDAQ: ONDS | March 12, 2025 THANK YOU