Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | ONDAS HOLDINGS INC. | ||
Entity Central Index Key | 0001646188 | ||
Entity File Number | 001-39761 | ||
Entity Tax Identification Number | 47-2615102 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 43,167,707 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 53 Brigham Street | ||
Entity Address, Address Line Two | Unit 4 | ||
Entity Address, City or Town | Marlborough | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01752 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (888) | ||
Local Phone Number | 350-9994 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 | ||
Trading Symbol | ONDS | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 65,600,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Rosenberg Rich Baker Berman, P.A. |
Auditor Firm ID | 89 |
Auditor Location | Somerset, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 14,979,436 | $ 29,775,096 |
Restricted cash | 42,564 | |
Accounts receivable, net | 3,429,974 | 104,276 |
Inventory, net | 2,186,646 | 2,173,017 |
Note receivable | 2,000,000 | |
Other current assets | 2,967,619 | 1,749,613 |
Total current assets | 23,606,239 | 35,802,002 |
Property and equipment, net | 4,175,958 | 3,023,285 |
Other Assets: | ||
Goodwill, net of accumulated impairment charges | 27,751,921 | 25,606,983 |
Intangible assets, net | 31,329,182 | 28,863,773 |
Long-term equity investment | 1,500,000 | |
Lease deposits | 599,517 | 218,206 |
Operating lease right of use assets | 4,701,865 | 2,930,996 |
Total other assets | 64,382,485 | 59,119,958 |
Total assets | 92,164,682 | 97,945,245 |
Current Liabilities: | ||
Accounts payable | 5,177,022 | 2,965,829 |
Operating lease liabilities | 685,099 | 580,593 |
Accrued expenses and other current liabilities | 3,587,877 | 3,268,993 |
Convertible note payable, net of debt discount and issuance cost of $1,968,411 and $2,303,664, respectively | 25,692,505 | 15,849,445 |
Deferred revenue | 276,944 | 61,508 |
Government grant liability | 520,657 | |
Total current liabilities | 35,940,104 | 22,726,368 |
Long-Term Liabilities: | ||
Notes payable | 300,000 | 300,000 |
Convertible notes payable, net of current, net of unamortized issuance cost of $391,718 and $948,201, respectively | 2,812,156 | 14,198,690 |
Accrued interest | 26,844 | 40,965 |
Government grant liability net of current | 2,229,047 | |
Operating lease liabilities, net of current | 5,800,710 | 2,456,315 |
Total long-term liabilities | 11,168,757 | 16,995,970 |
Total liabilities | 47,108,861 | 39,722,338 |
Commitments and Contingencies (Note 14) | ||
Temporary Equity | ||
Redeemable noncontrolling interest | 11,920,694 | |
Stockholders’ Equity | ||
Preferred stock value | ||
Common stock - par value $0.0001; 300,000,000 and 116,666,667 shares authorized at December 31, 2023 and December 31, 2022, respectively; 61,940,878 and 44,108,661 issued and outstanding, at December 31, 2023 and December 31, 2022, respectively | 6,194 | 4,411 |
Additional paid in capital | 231,488,999 | 211,733,690 |
Accumulated deficit | (198,360,066) | (153,515,194) |
Total stockholders’ equity | 33,135,127 | 58,222,907 |
Total liabilities and stockholders’ equity | 92,164,682 | 97,945,245 |
Series A Preferred Stock | ||
Stockholders’ Equity | ||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible note payable, net of debt discount and issuance cost (in Dollars) | $ 1,968,411 | $ 2,303,664 |
Net of unamortized debt discount and issuance cost (in Dollars) | $ 391,718 | $ 948,201 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 116,666,667 |
Common stock, shares issued | 61,940,878 | 44,108,661 |
Common stock, shares outstanding | 61,940,878 | 44,108,661 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues, net | $ 15,691,430 | $ 2,125,817 |
Cost of goods sold | 9,310,256 | 1,016,654 |
Gross profit | 6,381,174 | 1,109,163 |
Operating expenses: | ||
General and administration | 21,556,976 | 23,618,823 |
Sales and marketing | 5,908,263 | 3,456,257 |
Research and development | 17,145,235 | 24,044,005 |
Long-term equity investment impairment | 1,500,000 | |
Goodwill impairment | 19,419,600 | |
Total operating expenses | 46,110,474 | 70,538,685 |
Operating loss | (39,729,300) | (69,429,522) |
Other income (expense), net | ||
Other income (expense), net | (659,625) | (76,127) |
Interest income | 123,874 | 25,542 |
Interest expense | (4,154,759) | (3,761,698) |
Foreign exchange loss, net | (425,062) | |
Total other income (expense), net | (5,115,572) | (3,812,283) |
Loss before income taxes | (44,844,872) | (73,241,805) |
Provision for income taxes | ||
Net loss | (44,844,872) | (73,241,805) |
Less preferred dividends attributable to noncontrolling interest | 512,207 | |
Less deemed dividends attributable to accretion of redemption value | 1,001,538 | |
Net loss attributable to common stockholders | $ (46,358,617) | $ (73,241,805) |
Net loss per share - basic (in Dollars per share) | $ (0.88) | $ (1.73) |
Weighted average number of common shares outstanding, basic (in Shares) | 52,740,215 | 42,242,525 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss per share - diluted | $ (0.88) | $ (1.73) |
Weighted average number of common shares outstanding, diluted | 52,740,215 | 42,242,525 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Redeemable Noncontrolling Interest | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 4,099 | $ 192,502,122 | $ (80,273,389) | $ 112,232,832 | |
Balance (in Shares) at Dec. 31, 2021 | 40,990,604 | ||||
Preferred dividends attributable to redeemable noncontrolling interest | |||||
Issuance of shares in connection with acquisition | $ 78 | 5,943,522 | 5,943,600 | ||
Issuance of shares in connection with acquisition (in Shares) | 780,000 | ||||
Shares issued as per ATM agreement (Net of offering costs) | $ 86 | 6,090,330 | 6,090,416 | ||
Shares issued as per ATM agreement (Net of offering costs) (in Shares) | 864,674 | ||||
Issuance of shares in connection with acquisition | $ 2 | 75,518 | 75,520 | ||
Issuance of shares in connection with acquisition (in Shares) | 16,000 | ||||
Delivery of shares for restricted stock units | $ 101 | (101) | |||
Delivery of shares for restricted stock units (in Shares) | 1,011,165 | ||||
Issuance of shares for payment on convertible debt | $ 42 | 1,199,958 | 1,200,000 | ||
Issuance of shares for payment on convertible debt (in Shares) | 415,161 | ||||
Issuance of shares upon exercise of options | $ 3 | 64,906 | 64,909 | ||
Issuance of shares upon exercise of options (in Shares) | 31,057 | ||||
Stock-based compensation | 5,857,435 | 5,857,435 | |||
Net loss | (73,241,805) | (73,241,805) | |||
Balance at Dec. 31, 2022 | $ 4,411 | 211,733,690 | (153,515,194) | 58,222,907 | |
Balance (in Shares) at Dec. 31, 2022 | 44,108,661 | ||||
Sale of redeemable preferred stock in Ondas Networks, net of issuance costs | $ 10,406,949 | (307,665) | (307,665) | ||
Sale of redeemable preferred stock in Ondas Networks, net of issuance costs (in Shares) | 429,123 | ||||
Issuance of warrants in connection with the sale of redeemable preferred stock in Ondas Networks | 4,593,051 | 4,593,051 | |||
Preferred dividends attributable to redeemable noncontrolling interest | 512,207 | (512,207) | (512,207) | ||
Accretion of redeemable preferred stock in Ondas Networks | 1,001,538 | (1,001,538) | (1,001,538) | ||
Issuance of shares in connection with acquisition of Airobotics, Ltd. | $ 284 | 5,261,654 | 5,261,938 | ||
Issuance of shares in connection with acquisition of Airobotics, Ltd. (in Shares) | 2,844,291 | ||||
Assumption of vested stock options in connection with acquisition of Airobotics, Ltd. | 700,690 | 700,690 | |||
Issuance of shares in connection with acquisition | $ 5 | 85,795 | 85,800 | ||
Issuance of shares in connection with acquisition (in Shares) | 46,129 | ||||
Delivery of shares for restricted stock units | $ 82 | (82) | |||
Delivery of shares for restricted stock units (in Shares) | 824,733 | ||||
Issuance of shares for payment on convertible debt | $ 1,403 | 9,847,884 | 9,849,287 | ||
Issuance of shares for payment on convertible debt (in Shares) | 14,028,022 | ||||
Issuance of shares upon exercise of options | $ 9 | 40,329 | 40,338 | ||
Issuance of shares upon exercise of options (in Shares) | 89,042 | ||||
Stock-based compensation | 1,047,398 | 1,047,398 | |||
Net loss | (44,844,872) | (44,844,872) | |||
Balance at Dec. 31, 2023 | $ 11,920,694 | $ 6,194 | $ 231,488,999 | $ (198,360,066) | $ 33,135,127 |
Balance (in Shares) at Dec. 31, 2023 | 429,123 | 61,940,878 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (44,844,872) | $ (73,241,805) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 844,833 | 449,458 |
Amortization of debt discount and issuance cost | 3,139,779 | 3,545,843 |
Amortization of intangible assets | 4,147,092 | 3,570,090 |
Amortization of right of use asset | 1,060,398 | 833,940 |
Retirement of assets | 52,595 | 382,060 |
Loss on intellectual property | 12,223 | 12,343 |
Impairment of goodwill | 19,419,600 | |
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 | 427,208 | |
Stock-based compensation | 1,047,398 | 5,857,435 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,213,453) | 1,108,919 |
Inventory | 1,481,078 | (994,672) |
Other current assets | (415,217) | (300,003) |
Deposits and other assets | (318,460) | |
Accounts payable | 1,241,951 | 554,744 |
Deferred revenue | (1,387,099) | (450,889) |
Operating lease liability | (812,249) | (684,205) |
Accrued expenses and other current liabilities | (494,029) | 1,974,066 |
Net cash flows used in operating activities | (34,019,519) | (37,963,076) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Patent costs | (70,081) | (49,501) |
Purchase of equipment | (211,035) | (2,880,900) |
Proceeds from sale of equipment | 48,768 | |
Cash paid for Ardenna Inc. asset acquisition | (900,000) | |
Cash paid for Iron Drone asset acquisition | (135,000) | |
Cash acquired on the acquisition of Airobotics Ltd. | 1,049,454 | |
Investment in Dynam A.I. | (1,000,000) | |
Cash paid for Field of View LLC asset acquisition | (145,833) | (104,167) |
Cash disbursement on note receivable | (2,000,000) | |
Net cash flows provided by (used in) investing activities | 536,273 | (6,934,568) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of stock options and warrants | 40,338 | 64,909 |
Proceeds from convertible notes payable, net of issuance costs | 9,309,513 | 27,702,292 |
Proceeds from government grant | 189,752 | |
Proceeds from sale of redeemable preferred stock in Ondas Networks, net of issuance costs | 14,692,335 | |
Payments on convertible notes payable | (4,354,911) | |
Payments on government grant liability | (6,576) | |
Payments on loan payable | (1,140,301) | |
Proceeds from sale of shares under ATM agreement | 6,090,416 | |
Net cash flows provided by financing activities | 18,730,150 | 33,857,617 |
Decrease in cash, cash equivalents, and restricted cash | (14,753,096) | (11,040,027) |
Cash, cash equivalents, and restricted cash beginning of period | 29,775,096 | 40,815,123 |
Cash, cash equivalents, and restricted cash end of period | 15,022,000 | 29,775,096 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 176,542 | 14,187 |
Cash paid for income taxes | ||
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ||
Preferred dividends attributable to redeemable noncontrolling interest | 512,207 | |
Common stock and vested stock options in relation to 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 | 9,849,287 | 1,200,000 |
Warrants in relation to sale of redeemable preferred stock in Ondas Networks | 4,593,051 | |
Accretion of redeemable preferred stock in Ondas Networks | 1,001,538 | |
Non-cash consideration for purchase of intangible assets | 6,019,120 | |
Operating leases right-of-use assets obtained in exchange of lease liabilities | $ 3,875,700 | $ 2,928,911 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Description of Business and Basis of Presentation [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION The Company Ondas Holdings Inc. (“Ondas Holdings”, “Ondas”, the “Company,” “we,” or “our”) was originally incorporated in Nevada on December 22, 2014, under the name of Zev Ventures Incorporated. On September 28, 2018, we acquired Ondas Networks Inc., a Delaware corporation (“Ondas Networks”), and changed our name to Ondas Holdings Inc. On August 5, 2021, we acquired American Robotics, Inc. (“American Robotics” or “AR”), a Delaware corporation. On January 23, 2023, we acquired Airobotics, Ltd. (“Airobotics”), an Israeli-based developer of autonomous drone systems. See Note 5 – Goodwill and Business Acquisition. On December 6, 2023, the Company formed Ondas Autonomous Holdings Inc. (“OAH”), a Nevada corporation, as an intermediate holding company which now wholly-owns American Robotics and Airobotics. As a result, Ondas Networks, OAH, American Robotics and Airobotics became our subsidiaries. These subsidiaries are now Ondas’ primary focus. Ondas’ corporate headquarters are located in Marlborough, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, American Robotics’ offices and facilities are located in Sparks, Maryland and Marlborough, Massachusetts, and Airobotics’ offices and facilities are located in Petah Tikva, Israel. Business Activity Ondas is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks, OAH, Airobotics, and American Robotics. Airobotics is an Israeli-based developer of autonomous drone systems. American Robotics is a leading developer of highly automated commercial drone systems. Airobotics and American Robotics operate together under OAH as a separate business unit called Ondas Autonomous Systems. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments, and the following is a discussion of each segment. On February 14, 2023, the Company announced the formation of Ondas Autonomous Systems, a new business unit to manage the combined drone operations of subsidiaries American Robotics and Airobotics. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments. Ondas Networks Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security. We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing serial-based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16 standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we continue to take a leadership position in IEEE as it relates to wireless networking for industrial markets. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and end markets. Our software-based FullMAX platform is an important and timely upgrade solution for privately-owned and operated wireless wide-area networks, leveraging Internet Protocol-based communications to provide more reliability and data capacity for our mission-critical infrastructure customers. We believe industrial and critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based protocols and network transport systems no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an intelligent networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge of large industrial networks and the efficient utilization of network capacity and scarce bandwidth resources which can be supported by the “Fog-computing” capability integrated in our end-to-end network platform. Fog-computing utilizes management software to enable edge compute processing and data and application prioritization in the field enabling our customers more reliable, real-time operating control of these new, intelligent MC-IoT equipment and applications at the edge. Ondas Autonomous Systems Our Ondas Autonomous Systems business unit develops and integrates drone-based solutions focusing on high-performance critical applications for government and Tier-1 commercial enterprises. Ondas is marketing comprehensive drone-based solutions to address the needs of governmental and commercial customers based on its commercially available platforms: the Optimus System™, a fully autonomous drone platform capable of continuous and multipurpose aerial data capturing and analytics, and the Iron Drone Raider™, a fully autonomous interceptor drone designed to neutralize small hostile drones. Airobotics acquired the assets of Iron Drone on March 6, 2023. Our unique, fully autonomous platforms enable cutting-edge aerial capabilities and are designed to serve and protect critical infrastructure and operations. Our business focuses on end-user entities in Public Safety, Defense, Homeland Security, Smart City, Port Authorities, State Departments, and other governmental entities together with commercial customers of industrial sensitive facilities such as Oil & Gas, Seaports, Mining, and Heavy Construction. For these industries, Ondas Autonomous Systems provides specialized real-time aerial data capturing and aerial protection solutions in the most complex environments such as urban areas, sensitive and critical facilities and field area operations, and high-priority projects. In addition, we offer a wide suite of supplementary, enabling services for successful implementation such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations. Our portfolio companies, American Robotics and Airobotics, form a unique, powerful, and synergistic combination covering all the aspects required for successful Aerospace business together with data technologies and services for digital transformation industries. Our companies are specialized in addressing all the challenges arising along these types of product lifecycles including research and development, manufacturing, certification, and ongoing support. Ondas Autonomous Systems and its portfolio companies have already gained a track record of industry-leading regulatory successes including the securing of the first-of-its-kind Type Certification (TC) from the FAA for the Optimus 1-EX UAV on September 25, 2023, becoming the first autonomous security data capture UAV to achieve this distinction. TC, recognized as the highest echelon of Airworthiness Certification, streamline operational approvals for broad flight operations over people and infrastructure. The certification verifies the compliance of the system’s design with the required FAA airworthiness and noise standards, ensuring safe operation within the US National Airspace System (NAS) thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA Type Certification will enable drone operations beyond-visual-line-of-sight (BVLOS) without a human operator on-site. With a strong footprint in the US market and worldwide, we believe that Ondas Autonomous Systems is well-positioned with proven technology, a unique offering, and strong capabilities to strategically transform critical operations with our cutting-edge drone tech and capabilities. Liquidity We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2023, we had an accumulated deficit of approximately $198,360,000. On December 31, 2023, we had net long-term borrowings outstanding of approximately $5,368,000 net of debt discount and issuance costs of approximately $392,000 and short-term borrowings outstanding of approximately $26,213,000, net of debt discount and issuance costs of approximately $1,968,000. On December 31, 2023, we had cash and restricted cash of approximately $15,022,000 and a working capital deficit of approximately $12,334,000. In October 2022, the Company entered into a convertible debt agreement, which provided cash proceeds of approximately $27,702,000. Also in 2022, the Company raised approximately $6,090,000 through the ATM Offering. In 2023, we raised approximately $14,692,000 of net proceeds from the sale redeemable preferences shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $9,310,000 from a second convertible debt agreement. In February 2024, we raised gross proceeds of approximately $4,500,000 from issuing additional redeemable preference shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $4,100,000 from issuing common stock in Ondas Holdings and warrants in OAH. We expect to fund our operations for the next twelve months from the filing date of this Annual Report on Form 10-K from the cash on hand as of December 31, 2023, proceeds from the 2024 financing activities discussed above, gross profits generated from revenue growth, potential prepayments from customers for purchase orders, potential proceeds from warrants issued and outstanding, and additional funds that we may seek through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. There is substantial doubt that the funding plans will be successful and therefore the conditions discussed above have not been alleviated. As a result, there is substantial doubt about the Company’s ability to continue as a going concern for one year from April 1, 2024, the date the Consolidated Financial Statements were available to be issued. Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products and services from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacture and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurance that we will generate revenue and cash as expected in our current business plan. We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial conditions, or results of operations. Inflation Reduction Act of 2022 and Tax Cuts and Jobs Act of 2017 On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) for tax years beginning after December 31, 2022. We do not expect the Corporate AMT to have a material impact on our Consolidated Financial Statements. Additionally, the IRA imposes a 1% excise tax on net repurchases of stock by certain publicly traded corporations. The excise tax is imposed on the value of the net stock repurchased or treated as repurchased. The new law will apply to stock repurchases occurring after December 31, 2022. Under the Tax Cuts and Jobs Act of 2017, we are required to capitalize R&D expenses for tax purposes and amortize over five years for domestic based expenses and fifteen years for foreign expenses. Given our tax net operating loss carryforward position we do not expect this change to have a material impact on our financial statements. |
Summary of Significant Account
Summary of Significant Account Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Account Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNT POLICIES Basis of Presentation The Consolidated Financial Statements include the accounts of the Company and our subsidiaries, Ondas Networks, American Robotics, and Airobotics. All inter-company accounts and transactions between these entities have been eliminated in these Consolidated Financial Statements. The functional currency of the Company and all of our subsidiaries is the U.S. dollar. Business Combinations We utilize the purchase method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Ondas’ results of operations beginning on the respective acquisition dates and that assets acquired, and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the Consolidated Statements of Operations. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired, and liabilities assumed in certain cases, may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform goodwill impairment process. The impairment of Goodwill was $0 Intangible assets represent patents, licenses, software and allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. We amortize our intangible assets with a finite life on a straight-line basis, over 3 years for software; 10 years for patents; 3-10 years for developed technology, 10 years for licenses, trademarks, marketing-related assets and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements. Segment Information Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and Ondas Autonomous Systems as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. Use of Estimates The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, fair values of financial instruments and goodwill, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2023 and 2022, we had no cash equivalents. The Company periodically monitors its positions with, and the credit quality of the financial institutions with which it invests. Periodically, throughout the year, and as of December 31, 2023, the Company has maintained balances in excess of federally insured limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits. Accounts Receivable Accounts receivable are stated at a gross invoice amount less an allowance for credit losses as well as net of any discounts or other forms of variable consideration. We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness and receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information is received. We had no allowance for credit losses as of December 31, 2023 and 2022. Inventory Inventories, which consist solely of raw materials, work in process and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value, net of reserves for obsolete inventory. We continually analyze our slow-moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. On December 31, 2023 and 2022, such reserves were $100,254. Inventory consists of the following: December 31, December 31, Raw Material $ 1,499,727 $ 2,041,776 Work in Process 782,770 89,080 Finished Goods 4,403 142,415 Less Inventory Reserves (100,254 ) (100,254 ) Total Inventory, Net $ 2,186,646 $ 2,173,017 Property and Equipment All additions, including improvements to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is principally recorded using the straight-line method over the estimated useful lives of the assets. The estimated useful lives typically are (i) 3 to 7 years for computer equipment, (ii) 5 years for vehicles and docking stations and drones, (iii) 7 - 17 years for furniture and fixtures, (iv) 5 to 7 years for development equipment, and (v) 3 years for machinery and equipment. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon the disposal of property, the asset and related accumulated depreciation accounts are relieved of the amounts recorded therein for such items, and any resulting gain or loss is recorded in operating expenses in the year of disposition. Software Costs incurred internally in researching and developing a software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products. As of December 31, 2023 and December 31, 2022, the Company had no internally developed software. Impairment of Long-Lived Assets Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows are less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. The impairment of long-lived assets was $2,523,528 and $12,343 for the years ended December 31, 2023 and 2022, respectively. For additional information on the asset impairment charges, see Note – 2 Summary of Significant Account Policies, Leases Research and Development Costs for research and development are expensed as incurred except for research and development equipment with alternative future use. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials. Fair Value of Financial Instruments Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments. Our financial assets measured at fair value on a nonrecurring basis include right of use assets, goodwill and intangibles, which are adjusted to fair value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Our estimate of the fair value of right of use assets, goodwill and intangibles are based on expected future cash flows and actual results may differ from those estimates. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 Unobservable inputs for the asset or liability. The Company had no assets or liabilities that were required to be valued at fair value as of December 31, 2022. The Company had Level 3 assets that are required to be valued at fair value as of December 31, 2023, see Note – 2 Summary of Significant Account Policies, Leases The Company also had Level 3 liabilities that are required to be valued at fair value as of December 31, 2023. The fair value of the government grant liability is determined as the sum of 3% royalty payments on forecasted future sales, discounted using the effective interest method. As of December 31, 2023, the Company made the following assumptions: (i) royalty payments will be made on future sales through 2026, and (ii) the effective interest rate is a range of 17-19%. The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs: Government Balance as of January 24, 2023 $ 1,783,403 Repayment on liability (6,576 ) Government grant liability assumed from Iron Drone asset purchase 307,122 Fair value adjustment to government grant liability assumed from Iron Drone asset purchase 48,795 Government grant proceeds received, adjusted to fair value 128,803 Net Loss on change in fair value of liability 488,157 Balance as of December 31, 2023 $ 2,749,704 Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financing is consummated. After consummation of equity financing, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs are expensed immediately as a charge to other income (expense) in the consolidated statement of operations. For the years ended December 31, 2023 and 2022, the Company recorded a reduction in proceeds received of $0 and $35,841, respectively, related to the ATM Offering. See Note 10 – Stockholders’ Equity. On July 11, 2023, the Company and the Sales Agent (as defined below), mutually agreed to terminate the ATM Agreement (as defined below), and the Company expensed the remaining deferred offering costs of $145,293 during the year ended December 31, 2023. For the year ended December 31, 2022, the Company expensed offering costs of $45,823. The deferred offering costs outstanding as of December 31, 2023 and 2022, were $0 and $145,293, respectively. Government Grants The Government liability was assumed through the acquisition of Airobotics and asset purchase of Iron Drone. Airobotics and Iron Drone received government grants from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”), and the grant funds are repayable to the extent that future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses. At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, which is 17-19%, and if so, the appropriate amount of the liability is derecognized through other income (expense). Amounts paid as royalties are treated as a reduction of the liability. Royalty payments are due every nine months. There is no maturity date. The liability exists until it is paid in full through royalty payments or the Company reports to the IIA there will be no further sales, and they accept this. Redeemable Noncontrolling Interests On July 9, 2023, Ondas Networks Inc. entered into an Agreement with a third party for the sale of redeemable preferred stock in Ondas Networks. The preferred stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price and can be redeemed at the request of the Holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock (see Note 11 – Redeemable Noncontrolling Interest). The applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result, the Company recorded the noncontrolling interest as redeemable noncontrolling interest and classified it in temporary equity within its consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to accrete the redeemable noncontrolling interest to the full redemption value as of the earliest redemption date by accruing dividends at 8% per annum and accreting the redemption value to two times the initial investment over five years using the effective interest rate method. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with U.S. GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. Share-Based Compensation We calculate share-based compensation expense for option awards (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period in determining the fair value of Share-based Awards. The expected term is based on the “simplified method”, due to the Company’s limited option exercise history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period. We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided. Shipping and Handling We expense all shipping and handling costs as incurred. These costs are included in Cost of goods sold on the accompanying Consolidated Statements of Operations. Advertising and Promotional Expenses We expense advertising and promotional costs as incurred. We recognized expense of $182,070 and $80,934 for the years ended December 31, 2023, and 2022, respectively. These costs are included in Sales and marketing on the accompanying Consolidated Statements of Operations. Post-Retirement Benefits We have one 401(k) Savings Plan for US employees that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this 401(k) Plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We recognized expense of $328,357 and $351,837 for the years ended December 31, 2023, and 2022, respectively. Airobotics’ post-employment benefits are usually funded by deposits with insurance companies and are classified as defined deposit plans or defined benefit plans. Airobotics’ has defined deposit plans, in accordance with Section 14 of Severance Compensation Israeli Law, 1963, according to which Airobotics regularly makes its payments without having a legal or implied obligation to make additional payments even if the fund has not accumulated sufficient amounts to pay all employee benefits, in the current period and in previous periods. Deposits to a defined benefit plan for severance pay or benefits, are recognized as an expense when deposited with the plan in parallel with receiving work services from the employee. All of Airobotics’ employees in Israel are subject to Section 14 of Severance Compensation Israeli Law. We recognized expense of $624,758 for the period of January 24, 2023 through December 31, 2023 related to these post-employment benefits. Revenue Recognition Ondas has two business segments that generate revenue: Ondas Networks and Ondas Autonomous Systems. Ondas Networks generates revenue from product sales, services, and development projects. Ondas Autonomous Systems, which includes American Robotics and Airobotics, generates revenue from product sales, services, and data subscription services. Ondas Networks is engaged in the development, marketing, and sale of wireless radio systems for secure, wide area mission-critical, business-to-business networks. Ondas Networks generates revenue primarily from the sale of our FullMAX System and the delivery of related services, along with non-recurring engineering (“NRE”) development projects with certain customers. Ondas Autonomous Systems generates revenue through the sales of their Optimus system and separately priced support, maintenance and ancillary services directly related to the sale of the Optimus system. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. Revenue for development projects is typically recognized over time using a percentage of completion input method, whereby revenues are recorded on the basis of the Company’s estimates of satisfaction of the performance obligation based on the ratio of actual costs incurred to total estimated costs. The input method is utilized because management considers it to be the best available measure of progress as the performance obligations are completed. Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of revenue and cost of revenue are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods base in the performance completed to date. Subscription revenue is recognized on straight line basis over the length of the customer subscription agreement. If a subscription payment is received prior to installation and operation of their autonomous systems, it is held in deferred revenue and recognized after operation commences over the length of the subscription service. Collaboration Arrangements Within the Scope of ASC 808, Collaborative Arrangements The Company’s development revenue includes contracts where the Company and the customer work cooperatively to develop software and hardware applications. The Company analyzes these contracts to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. As of December 31, 2023 and 2022, the Company has not identified any contracts with its customers that meet the criteria of ASC 808. Arrangements Within the Scope of ASC 606, Revenue from Contracts with Customers Under ASC 606, the Company recognizes revenue when the customer obtains control of promised products or services, in an amount that reflects the consideration which is expected to be received in exchange for those products or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised product or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales and other taxes collected on behalf of third parties are excluded from revenue. For the years ended December 31, 2023 and 2022, none of our contracts with customers included variable consideration Contracts that are modified to account for changes in contract specifications and requirements are assessed to determine if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the years ended December 31, 2023 and 2022, there were no modifications to contract specifications. Product revenue is comprised of sales of the Ondas Networks’ software defined base station and remote radios, its network management and monitoring system, and accessories. Ondas Networks’ software and hardware is sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty. Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract. Service revenue is comprised of separately priced extended warranty sales, network support and maintenance, remote monitoring, as well as ancillary services directly related to the sale of the Ondas Networks’ wireless communications products including wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. The extended warranty Ondas Networks sells provides a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage. The extended warranty includes 1) factory hardware repair or replacement of the base station and remote radios, at our election, 2) software upgrades, bug fixes and new features of the radio software and network management systems (“NMS”), 3) deployment and network architecture support, and 4) technical support by phone and email. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service and extended warranty based on the stand-alone selling prices of these performance obligations, which are stated in our contracts. Revenue for the extended warranty is recognized over time. Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, in 2023, a significant portion of this revenue is generated from one parent customer whereby Ondas Networks is to develop such applications to interoperate within the custo |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 – OTHER CURRENT ASSETS Other current assets consist of the following: Years Ended 2023 2022 Prepaid insurance $ 1,035,071 $ 782,538 Advance to vendors 442,727 323,698 Deferred offering costs - 145,293 Contract asset 819,107 - VAT input credit 232,048 - Receivables from employees 40,117 - Other prepaid expenses and current assets 398,549 498,084 Total other current assets $ 2,967,619 $ 1,749,613 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: Years Ended 2023 2022 Vehicles $ 149,916 $ 149,916 Computer equipment 363,141 348,408 Furniture and fixtures 332,804 461,352 Leasehold improvements 2,534,014 2,093,812 Development equipment 294,288 342,142 Drones and base stations 3,928,958 - Machinery and Equipment 60,321 - Construction in progress 395,340 330,541 8,058,782 3,726,171 Less: accumulated depreciation (3,882,824 ) (702,886 ) Total property and equipment $ 4,175,958 $ 3,023,285 Depreciation expense for the years ended December 31, 2023 and 2022 was $844,833 and $449,458, respectively. For the year ended December 31, 2023, the Company recognized a loss on disposal of Computer equipment of $52,595. For the year ended December 31, 2022, the Company recognized a loss on disposal of obsolete Drones and base stations totaling $382,060. Loss on disposal of assets is included in Other income (expense), net in the Company’s Consolidated Statements of Operations for the years ended December 31, 2023 and 2022. As of December 31, 2023, there was $1,939,716 of net property and equipment located in Israel and $298,363 of net property and equipment located in United Arab Emirates. In connection with the American Robotics sublease effective January 15, 2024, see Note – 2 Summary of Significant Account Policies, Leases |
Goodwill and Business Acquisiti
Goodwill and Business Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Business Acquisition [Abstract] | |
GOODWILL AND BUSINESS ACQUISITION | NOTE 5 – GOODWILL AND BUSINESS ACQUISITION We account for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). The excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill. Airobotics Transaction On January 23, 2023, the Company, completed the acquisition of Airobotics, pursuant to the Agreement of Merger, dated as of August 4, 2022 (the “Original Airobotics Agreement”), and that certain Amendment to Agreement of Merger, dated November 13, 2022 (the “Airobotics Amendment,” and together with the Original Airobotics Agreement, the “Airobotics Agreement”), by and among the Company, Talos Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Airobotics. In accordance with the terms of the Airobotics Agreement, Merger Sub merged with and into Airobotics (the “Merger”), with Airobotics continuing as the surviving company of the Merger and as a wholly owned subsidiary of the Company. At the effective time of the Merger (the “Effective Time”), each ordinary share of Airobotics, par value NIS 0.01 per share (the “Airobotics Ordinary Shares”), issued and outstanding (other than shares owned by Airobotics or its subsidiaries (dormant or otherwise) or by the Company or Merger Sub) was converted into, and exchanged for 0.16806 (the “Exchange Ratio”) fully paid and nonassessable shares of Common Stock of the Company, without interest and subject to applicable tax withholdings (“Merger Consideration”). All fractional shares of the Company Common Stock that would have otherwise been issued to a holder of Airobotics Ordinary Shares as part of the Merger Consideration were rounded up to the nearest whole share based on the total number of shares of the Company’s Common Stock issued to such holder of Airobotics Ordinary Shares. Holders of Airobotics Ordinary Shares received approximately 2.8 million shares as consideration (excluding approximately 1.7 million shares underlying equity awards to be outstanding following the Merger). As provided in the Airobotics Agreement, each outstanding option, warrant or other right, whether vested or unvested, to purchase Airobotics Ordinary Shares (each, an “Airobotics Stock Option,” and collectively, the “Airobotics Stock Options”) issued pursuant to the Airobotics Ltd. 2015 Israeli Share Option Plan and 2020 Incentive Equity Plan (the “Airobotics Plans”), was assumed by Ondas and converted as of the Effective Time into an option, warrant or right, as applicable, to purchase shares of Company Common Stock. Subject to the terms of the relevant Airobotics Stock Option, each Airobotics Stock Option is deemed to constitute an option, warrant, or other right, as applicable, to purchase, on substantially the same terms and conditions as were applicable under such Airobotics Stock Option, a number of shares of Company Common Stock equal to the number of shares of Company Common Stock (rounded up to the nearest whole share) that the holder of such Airobotics Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option, warrant, or right to purchase full Airobotics Ordinary Shares immediately prior to the Effective Time at a price per share of Company Common Stock (rounded down to the nearest whole cent) equal to (i) the former per share exercise price for Airobotics Ordinary Shares otherwise purchasable pursuant to such Airobotics Stock Option, divided by (ii) the Exchange Ratio. As a result of the Merger, the Company is dual listed on The Nasdaq Stock Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”). The first trading day of the Company’s shares on TASE was January 26, 2023. On February 8, 2024, the Company took steps to voluntarily delist the Company’s common stock from trading on TASE. Pursuant to Israeli law, the delisting of the Company’s Common Stock is expected to take effect three months following the date of the Company’s request to the TASE to delist the Company’s common stock, which occurred on February 8, 2024. The Company’s Common Stock will continue to be listed for trading on Nasdaq, and all of the shares traded on the TASE are expected to be transferred to Nasdaq where they can continue to be traded. See the Current Report on Form 8-K filed with the SEC on February 8, 2024 for further details. The following table summarizes the consideration paid for Airobotics and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date. Purchase price consideration Common Stock – 2,844,291 Shares $ 5,261,938 Vested Stock Options – 773,244 Shares 700,690 Warrants – 586,440 Warrants to purchase shares - Total purchase price consideration $ 5,962,628 Estimated fair value of assets acquired: Cash and cash equivalents and restricted cash $ 1,049,454 Accounts receivable 112,245 Inventory 1,494,707 Other current assets 835,664 Property and equipment 3,015,602 Right of use asset 339,104 Intangible assets 5,977,926 Other long-term assets 62,851 Total estimated fair value of assets acquired 12,887,553 Estimated fair value of liabilities assumed: Accounts payable 969,242 Customer Prepayments 1,602,535 Government grant liability 1,783,403 Other loans 1,140,301 Other payables 1,156,057 Lease liabilities 385,450 Loan from related party 2,032,875 Total estimated fair value of liabilities assumed 9,069,863 Net Assets Acquired $ 3,817,690 Goodwill $ 2,144,938 The exercise price of the warrants included in the purchase price consideration far exceeded the Company’s stock price at the date of acquisition, thus the value of warrants was deemed de minimis. The intangible assets acquired include the developed technology, marketing-related assets, and customer relationships (see Note 6 – Intangible Assets). The final purchase price allocation has changed from the preliminary allocation because of changes in the valuation of property and equipment and intangibles. During the year ended December 31, 2023, measurement period adjustments were made of (1) $68,483 to reduce the estimated fair value of property and equipment and increase goodwill, respectively, and (2) $80,000 to reduce the valuation of the customer relationships intangible asset and increase goodwill, respectively. Goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. No portion of the goodwill is deductible for tax purposes. Our results for the year ended December 31, 2023 include results from Airobotics between January 24, 2023 and December 31, 2023. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Airobotics had occurred on January 1, 2022. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2022 or what the Company’s operating results will be in future periods. (Unaudited) Years Ended 2023 2022 Revenue, net $ 15,723,466 $ 2,874,232 Net loss $ (45,195,015 ) $ (85,966,141 ) Net Loss Per Share – basic and diluted $ (0.86 ) $ (1.90 ) Goodwill Impairment The Company has recognized goodwill as part of the American Robotics acquisition in 2021 and Airobotics acquisition in 2023. The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows: Ondas Balance as of January 1, 2022 $ 45,026,583 Impairment loss (19,419,600 ) Balance as of December 31, 2022 25,606,983 Goodwill acquired 2,144,938 Balance as of December 31, 2023 $ 27,751,921 Goodwill is tested for impairment in the fourth quarter after the annual forecasting process. In December 2023, the Company bypassed the qualitative analysis and proceeded directly to a quantitative analysis. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and updated forecasts for revenue and cash flows, it was determined that the fair value of the Ondas Autonomous Systems reporting unit was higher than the carrying value as of December 31, 2023, and no further impairment to goodwill was necessary as of December 31, 2023. In December 2022, the Company initially carried out a qualitative analysis and determined that because of changes in market conditions as well as a slower increase in revenue than previously forecast, it was more likely than not that goodwill was impaired. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and revised forecasts for revenue and cash flows that are lower than the previous valuation, it was determined that the fair value of the Ondas Autonomous Systems reporting unit was lower than the carrying value as of December 31, 2022, and an impairment of $19,419,600 was recognized in Operating expenses in the Consolidated Statements of Operations for the year ending December 31, 2022. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The components of intangible assets, all of which are finite lived, were as follows: December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Useful Patents $ 117,810 $ (43,153 ) $ 74,657 $ 82,431 $ (27,331 ) $ 55,100 10 Patents in process 142,239 - 142,239 119,760 - 119,760 N/A Licenses 241,909 (89,859 ) 152,050 241,909 (65,665 ) 176,244 10 Software 211,411 (167,412 ) 43,999 161,284 (84,682 ) 76,602 3 Trademarks 3,230,000 (776,235 ) 2,453,765 3,230,000 (453,242 ) 2,776,758 10 FAA waiver 5,930,000 (1,425,101 ) 4,504,899 5,930,000 (832,113 ) 5,097,887 10 Developed technology 27,977,331 (5,632,170 ) 22,345,161 23,270,614 (2,752,353 ) 20,518,261 3 - 10 Non-compete agreements 840,000 (840,000 ) - 840,000 (840,000 ) - 1 Marketing-related assets 890,000 (82,540 ) 807,460 - - - 10 Customer relationships 1,010,000 (205,048 ) 804,952 60,000 (16,839 ) 43,161 5 $ 40,590,700 $ (9,261,518 ) $ 31,329,182 $ 33,935,998 $ (5,072,225 ) $ 28,863,773 Amortization expense for the year ended December 31, 2023 and 2022 was $4,147,092 and $3,570,090, respectively. We recognized losses on intellectual property of $12,223 and $12,343 due to expiration of patent applications for the years ended December 31, 2023 and 2022, respectively. On March 20, 2022, the Company entered into a Purchase Agreement to acquire the assets of Ardenna, Inc., a leading provider of image processing and machine learning software solutions for rail infrastructure monitoring and inspections. The consideration for the acquisition was $900,000 in cash and 780,000 shares of the Company’s Common Stock (the “Ardenna Consideration Shares”). In connection of the acquisition, the parties entered into a Registration Rights and Lock-Up Agreement, which required the Company to file a resale registration statement covering the resale of the Ardenna Consideration Shares no later than ninety (90) days after the closing date and restricted the holder from transferring the Ardenna Consideration Shares for 180 days from the closing date, subject to certain exceptions. On April 5, 2022, the Company completed the acquisition. As a result of this transaction, the Company recognized developed technology in the amount of $6,843,600. The Company filed the registration statement Form S-3 on July 1, 2022, and it was declared effective on July 15, 2022. On August 31, 2022, the Company entered into the asset purchase agreement with Field of View LLC, a North Dakota limited liability company. The total purchase consideration consisted of $250,000 of cash payable in monthly installments over twelve months, and $75,520 shares of the Company’s common stock, representing 16,000 shares (“FOV Consideration Shares”). The asset purchase agreement restricts the holder from transferring the FOV Consideration Shares for 180 days from the closing date, subject to certain exceptions. The Company acquired computer and research and development equipment amounting to $18,506 and intangibles for developed technology for $307,014. As of December 31, 2023, the cash was paid and equity was issued in full. As of December 31, 2022, cash paid amounted to $104,167, with the balance payable of $145,333 accounted for as accrued purchase consideration included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. On October 19, 2022, Airobotics entered into an Asset Purchase Agreement, as amended, to acquire all of the intellectual property, technical systems, and operations of Iron Drone Ltd. (“Iron Drone”), an Israeli-based company specializing in the development of autonomous counter-drone systems (the “Iron Drone Transaction”). The consideration for the Iron Drone Transaction was (i) $135,000 in cash, (ii) 46,129 shares of the Company’s Common Stock, (iii) warrants exercisable for 26,553 shares of the Company’s Common Stock with an exercise price of $11.95, which shall be exercisable if, during the 48 month period following the closing, the average price per share of the Company’s Common Stock exceeds $52.38 for a period of at least 90 consecutive trading days, (iv) a right to acquire 35,377 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of the Company’s Common Stock exceeds $18.25 for a period of at least 90 consecutive trading days, and (v) a right to acquire 70,753 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of Company’s Common Stock exceeds $20.27 for a period of at least 90 consecutive trading days. On March 6, 2023, the Company completed the Iron Drone Transaction. The Company acquired intangibles for developed technology for $576,717. As of December 31, 2023, the cash was paid and equity was issued in full. Expected amortization expense for the next five years for the intangible costs currently being amortized is as follows: Year Ending December 31, Expected 2024 $ 4,206,541 2025 4,149,761 2026 4,066,033 2027 4,058,871 2028 3,787,781 Thereafter 11,060,195 Total $ 31,329,182 |
Long-Term Equity Investment
Long-Term Equity Investment | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Equity Investment [Abstract] | |
LONG-TERM EQUITY INVESTMENT | NOTE 7 – LONG-TERM EQUITY INVESTMENT On October 5, 2021, Ondas Holdings irrevocably subscribed and agreed to purchase 3,141,098 shares of Series A-1 Preferred Stock of Dynam.AI, Inc. (“Dynam”), a tech-enabled services provider for critical or complex artificial intelligence and machine learning projects, par value $0.00001 for the aggregate price of $500,000 representing subscription price of $0.15918 per share by way of a non-brokered private placement for approximately 11% ownership in Dynam. In addition to the equity investment, American Robotics entered into a development, services and marketing agreement with Dynam.AI on October 1, 2021. The agreement allows American Robotics to expand and enhance its IP library and analytics capabilities with artificial intelligence using physics-based algorithms and allows Dynam to further the development of Vizlab™, Dynam’s proprietary AI/ML platform, an advanced developer toolkit for data scientists. On July 15, 2022, Ondas Holdings irrevocably subscribed and agreed to purchase 3,357,958 shares of Series Seed Preferred Stock of Dynam for the aggregate price of $1,000,000 representing a subscription price of $0.2978 per share by way of a non-brokered private placement for approximately 8% ownership in Dynam. This brings Ondas Holdings investment in Dynam to 6,499,056 shares or approximately 19% ownership. This long-term equity investment consists of an equity investment in a private company through preferred shares, which are not considered in-substance common stock, that is accounted for at cost, with adjustments for observable changes in prices or impairments, and is classified as long-term equity investment on our consolidated balance sheets with adjustments recognized in other (expense) income, net on our consolidated statements of operations. The Company has determined that the equity investment does not have a readily determinable fair value and elected the measurement alternative. Therefore, the equity investment’s carrying amount will be adjusted to fair value at the time of the next observable price change for the identical or similar investment of the same issuer or when an impairment is recognized. Each reporting period, the Company performs a qualitative assessment to evaluate whether the investment is impaired. The assessment includes a review of recent operating results and trends, recent sales/acquisitions of the investee securities, and other publicly available data. If the investment is impaired, the Company writes it down to its estimated fair value. As of December 31, 2023, Dynam had ceased operations, and the Company recognized an impairment charge of $1,500,000, which is included in Operating expenses on the Consolidated Statements of Operations for the year ended December 31, 2023. As of December 31, 2023 and 2022 the long-term equity investment had a carrying value of $0 and $1,500,000, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: Years Ended 2023 2022 Accrued payroll and other benefits $ 2,423,709 $ 390,698 D&O insurance financing payable - 516,619 Accrued professional fees 315,863 792,367 Accrued purchase consideration - 145,833 Accrued interest 652,631 176,629 Other accrued expenses and payables 195,674 1,246,847 Total accrued expenses and other current liabilities $ 3,587,877 $ 3,268,993 |
Long-Term Notes Payable
Long-Term Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Notes Payable [Abstract] | |
LONG-TERM NOTES PAYABLE | NOTE 9 – LONG-TERM NOTES PAYABLE 2017 Convertible Promissory Note On September 14, 2017, the Company and an individual entered into a convertible promissory note with unilateral conversion preferences by the individual (the “2017 Convertible Promissory Note”). On July 11, 2018, the Company’s Board approved certain changes to the 2017 Convertible Promissory Note wherein the conversion feature was changed from unilateral to mutual between the individual and the Company. The Company may at any time on or after a qualified public offering convert any unpaid repayment at the IPO conversion price. The conversion price is the lesser of the (i) price per share of Common Stock sold in the Qualified Public Offering, discounted by 20%, and (ii) the price per share of Common Stock based on a pre-money Company valuation of $50 million on a Fully Diluted Basis. As of December 31, 2023 and 2022, the total outstanding balance of the 2017 Convertible Promissory Note was $300,000. The maturity date of the 2017 Convertible Promissory Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid. Accrued interest on December 31, 2023 and 2022 was $26,844 and $40,965, respectively. Interest expense for both years ended December 31, 2023 and 2022 was $15,000. 2022 Convertible Promissory Notes On October 28, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors pursuant to which we issued convertible notes (“2022 Convertible Promissory Notes”) in the principal amount of $34.5 million, with a debt discount of $4.5 million and issuance costs of $2.3 million. The net amount of proceeds to us from the 2022 Convertible Promissory Notes after deducting the placement agent’s fees and transaction expenses (issuance costs) were approximately $27,703,000. The Company intends to use the net proceeds of the 2022 Convertible Promissory Notes for general corporate purposes, including funding capital, expenditures, or the expansion of its business and providing working capital. On January 20, 2023, the Company entered into an Amendment No. 1 to Securities Purchase Agreement (“Amended SPA”) to that certain Purchase Agreement. The Amended SPA amends the notes attached as exhibits to the Purchase Agreement. Amendment No.1 was accounted for as a modification of the Purchase Agreement, Pursuant to the terms of the Purchase Agreement, on January 20, 2023, the Company exchanged the 2022 Convertible Promissory Notes, on a dollar-for-dollar basis, into 3% Senior Convertible Notes Due 2024 (the “2022 Convertible Exchange Notes”). The 2022 Convertible Exchange Notes are identical in all material respects to the 2022 Convertible Promissory Notes, except that they (i) are issued pursuant to the Base Indenture (as defined below) and the First Supplemental Indenture (as defined below); (ii) have a maturity date of October 28, 2024; (iii) allow for the Acceleration of Installment Amounts (as defined in the 2022 Convertible Exchange Notes) not to exceed eight (8) times the Installment Amount (as defined in the 2022 Convertible Exchange Notes) with respect to the Installment Date (as defined in the 2022 Convertible Exchange Notes) related to the Current Acceleration (as defined in the 2022 Convertible Exchange Notes); and (iv) modify the Acceleration Conversion Price (as defined in the 2022 Convertible Exchange Notes). The 2022 Convertible Exchange Notes were issued pursuant to the first supplemental indenture (the “First Supplemental Indenture”), dated as of January 20, 2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the indenture entered into by and between the Company and the Trustee, dated as of January 20, 2023 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Initial Indenture”). The Initial Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the 2022 Convertible Exchange Notes include those set forth in the Initial Indenture and those made part of the Initial Indenture by reference to the Trust Indenture Act. On July 21, 2023, the Company entered into an agreement and waiver with the holder of the 2022 Convertible Exchange Notes (the “Agreement and Waiver,” together with the Purchase Agreement and Amended SPA, the “SPA”) that included (i) extending the Maturity Date to from October 28, 2024 to April 28, 2025; (ii) waive the last sentence of Section 8(e) of the Notes (such that last sentence of Section 8(e) of the Notes shall have no further force and effect) (the “Acceleration Waiver”); (iii) reduce the Conversion Price of the 2022 Convertible Exchange Notes to the lower of (A) the Conversion Price then in effect and (B) the greater of (x) the Floor Price (as defined in the Notes) then in effect and (y) 125% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately prior to the effective date; provided, that, in addition, during the period commencing on the effective date through and including September 30, 2023, the conversion price of the Notes, solely with respect to voluntary conversions of such aggregate Conversion Amount of the Notes not in excess of such aggregate Current Installment Amounts of such applicable period (or otherwise eligible to be converted in one or more Accelerations during such applicable period), shall be further lowered to the Installment Conversion Price (as defined in the Existing Note) in effect for the Installment Date (as defined in the Existing Note) of the Existing Note of July 3, 2023; (iv) to extend the Additional Closing Expiration Date to April 28, 2026; and (v) increase the aggregate principal amount of Notes issuable in one or more Additional Closings to $46,000,000. This agreement was accounted for as a modification. A full summary of the Agreement and Waiver, including a full text of the related agreements, are available on the Current Report on Form 8-K filed with the SEC on July 28, 2023. The 2022 Convertible Exchange Notes bear interest at the rate of 3% per annum. The 2022 Convertible Exchange Notes are payable in monthly installments beginning on November 1, 2022 through the maturity date of April 28, 2025 (each such date, an “Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable “Installment Amount” (as defined below) into shares of our Common Stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments can be requested in cash. For the year ended December 31, 2023 and 2022, we issued 14,028,022 and 415,161 common shares as a result of Installment Conversion, respectively. At each Installment Date the note holder may defer some or all of the amount due until the subsequent Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due. At each Installment Date the price used to exchange outstanding notes into Common Stock is based on the lower of (A) 92% of the lowest VWAP of the respective previous five trading days; and (B) the Floor Price ($0.32 as of December 31, 2023). The maximum conversion price is $1.50 per share. The “Installment Amount” will equal: (i) for all Installment Dates other than the maturity date, the lesser of (x) the Holder Pro Rata Amount of $1,437,500 and (y) the principal amount then outstanding under the Note; and (ii) on the maturity date, the principal amount then outstanding under the Note. Each month, the note holders may accelerate a portion of the note due up to eight times the minimum Installment Amount of $1,437,500. Additional Notes On July 24, 2023, pursuant to the terms of the Purchase Agreement, as amended, an Investor elected to purchase 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million (the “2023 Additional Notes,” together with the 2022 Convertible Exchange Notes, the “Notes”), which 2023 Additional Notes are convertible into shares of Common Stock under certain conditions more fully described in the 2023 Additional Notes. The 2023 Additional Notes have an original issue discount of approximately thirteen percent (13%) resulting in gross proceeds to the Company of $10.0 million. The Company currently intends to use the net proceeds for general corporate purposes, which includes funding capital expenditures and working capital. The 2023 Additional Notes have a maturity date of July 25, 2025. The 2023 Additional Notes were issued pursuant to the second supplemental indenture, dated as of July 25, 2023, between the Company and the Trustee (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Second Indenture”). The Second Supplemental Indenture supplements the Base Indenture. The Second Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the Additional Notes include those set forth in the Second Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The 2023 Additional Notes bear interest at the rate of 3% per annum. The 2023 Additional Notes are payable in monthly installments beginning on August 1, 2023 through the maturity date of July 24, 2025 (each such date, an “Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable Installment Amount (as defined above under the 2022 Convertible Exchange Notes) into shares of our Common Stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments can be requested in cash. For the year ended December 31, 2023, we made no cash payments and issued no common shares as a result of Installment Conversion. At each Installment Date the note holder may defer some or all of the amount due until the subsequent Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due. At each Installment Date the price used to exchange outstanding notes into Common Stock is based on the greater of (x) the Floor Price ($0.40 as of December 31, 2023) and (y) 92% of the lowest VWAP of the prospective five trading days. The maximum conversion price is $1.45 per share. On July 25, 2023, the 2023 Additional Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252571) filed with the SEC on January 29, 2021 (as such registration statement became effective on February 5, 2021. On July 25, 2023, the Company filed a prospectus supplement with the SEC in connection with the sale and issuance of the 2023 Additional Notes. Oppenheimer & Co. Inc. served as the sole placement agent for the transaction pursuant to the terms of a placement agent agreement, dated October 26, 2022. As of December 31, 2023, the total outstanding principal on the 2022 Convertible Exchange Notes and 2023 Additional Notes was $28,504,661, net of debt discount and issuance costs of $2,360,129. As of December 31, 2022, the total outstanding principal on the 2022 Convertible Promissory Notes was $30,048,135, net of debt discount and issuance costs of $3,251,865. Accrued interest as of December 31, 2023 and 2022 was $652,631 and $176,629, respectively, and is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. For the year ended December 31, 2023, we recognized interest expense of $1,027,480, amortization expense of $2,070,390 related to the debt discount, and amortization expense of $1,069,388 related to the issuance costs for the 2022 Convertible Exchange Notes and 2023 Additional Notes. For the year ended December 31, 2022, we recognized interest expense of $176,629, amortization expense of $2,358,871 related to the debt discount, and amortization expense of $1,186,972 related to the issuance costs for the 2022 Convertible Exchange Notes. The remaining unamortized debt discount of $1,570,739 and issuance costs of $789,390 as of December 31, 2023 will be amortized via the effective interest method under ASC 835. Interest expense and amortization expense of the debt discount and issuance costs are included in Interest expense on the Consolidated Statements of Operations. Government Grant Liability Airobotics has received grants from the Israel Innovation Authority (“IIA”) to finance its research and development programs in Israel, through which Airobotics received IIA participation payments in the aggregate amount of $3.1 million through December 31, 2023. All of these are royalty-bearing grants. In return, Airobotics is committed to pay IIA royalties at a rate of 3% of future sales of the developed products, up to 100% of the amounts of grants received plus interest at LIBOR. Through December 31, 2023, approximately $460,000 in royalties have been paid to the IIA. The Company’s royalty liability to the IIA as of December 31, 2023, including grants received by Airobotics and the associated LIBOR interest on all such grants, was $2,749,704. The increase in fair value of the government grant liability, including LIBOR interest expense accrued, was $427,208 for the period of January 24, 2023 - December 31, 2023, which is included in Other income (expense), net on the Consolidated Statements of Operations. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Common Stock As of December 31, 2023 and 2022, the Company had 300,000,000 and 116,666,667 shares of Common Stock authorized for issuance, respectively, of which 61,940,878 and 44,108,661 shares of our Common Stock were issued and outstanding, respectively. Preferred Stock As of December 31, 2023 and 2022, the Company had 10,000,000 shares of preferred stock, par value $0.0001, authorized, of which 5,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”) and 5,000,000 shares are non-designated (“blank check,” together with the Series A Preferred, the “Preferred Shares”) shares. As of December 31, 2023 and 2022, the Company had no Form S-3 On January 29, 2021, the Company filed a shelf Registration Statement on Form S-3 for up to $150,000,000 with the SEC (the “Prior Form S-3”) for shares of its Common Stock; shares of its preferred stock, which the Company may issue in one or more series or classes; debt securities, which the company may issue in one or more series; warrants to purchase its Common Stock, preferred stock or debt securities; and units. The Prior Form S-3 was declared effective by the SEC on February 5, 2021. In accordance with SEC rules, the Prior Form S-3 expired on February 5, 2024, the three-year anniversary of the date on which it was declared effective. On February 2, 2024, the Company initially filed with the SEC a new shelf Registration Statement on Form S-3 for up to $175,000,000, which represents $150,000,000 under the Prior Form S-3 and an additional $25,000,000 (the “New Form S-3”), for shares of its Common Stock; shares of its preferred stock, which the Company may issue in one or more series or classes; debt securities, which the company may issue in one or more series; warrants to purchase its Common Stock, preferred stock or debt securities; and units. The New Form S-3 was declared effective by the SEC on February 15, 2024. ATM Offering On March 22, 2022, the Company, entered into an Equity Distribution Agreement (the “ATM Agreement”) with Oppenheimer (the “Sales Agent”). Pursuant to the terms of the ATM Agreement, the Company may offer and sell (the “ATM Offering”) from time to time through the Sales Agent, as the Company’s sales agent, up to $50 million of shares of Common Stock, (the “ATM Shares”). Sales of the ATM Shares, if any, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Sales Agent is not required to sell any specific number or dollar amount of ATM Shares but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, and regulations and the rules of Nasdaq, on mutually agreed terms between the Sales Agent and the Company. The Sales Agent will receive from the Company a commission of 3.0% of the gross proceeds from the sales of ATM Shares by the Sales Agent pursuant to the terms of the ATM Agreement. Net proceeds from the sale of the ATM Shares will be used for general corporate purposes. On October 26, 2022, Ondas entered into Amendment No. 1 to the Equity Distribution Agreement with the Sales Agent (“Amendment No. 1”). Amendment No. 1 provides for the reduction of the aggregate offering price from up to $50 million to up to $40 million of shares of its Common Stock. The offering of ATM Shares pursuant to the ATM Agreement will terminate upon the earliest of (i) the sale of all ATM Shares subject to the ATM Agreement, and (ii) the termination of the ATM Agreement pursuant to its terms. The ATM Shares are issued pursuant to the Prior Form S-3 and the prospectus supplement thereto dated March 22, 2022. During the year ended December 31, 2022, the Company sold 864,674 ATM Shares through the Sales Agent at an average of $7.13 with the net proceeds of $6.1 million. In connection with the sale of these ATM Shares, the compensation paid by the Company to the Sales Agent was $227,118. There were no shares sold during the year ended December 31, 2023. On July 11, 2023, the Company and the Sales Agent, mutually agreed to terminate the ATM Agreement. As a result, the Company suspended and terminated the prospectus related to the Company’s Common Stock issuable pursuant to the terms of the ATM Agreement, as amended (the “ATM Prospectus”). The termination of the ATM Agreement, as amended and ATM Prospectus is effective as of July 11, 2023, at which time the Company expensed the remaining deferred offering costs outstanding of $145,293 related to the ATM Agreement, as amended. Stock Issued for Convertible Debt The Company issued 14,028,022 shares of its Common Stock during the year ended December 31, 2023 to the lenders in lieu of cash payments for $268,987 of outstanding interest and $9,580,300 of outstanding principal on the 2022 Convertible Exchange Notes (See Note 9 – Long-term Notes Payable for further details). The Company issued 415,161 shares of its Common Stock during the year ended December 31, 2022 to the lenders in lieu of cash payments for $93,147 of outstanding interest and $1,106,853 of outstanding principal on the 2022 Convertible Promissory Notes (See Note 9 – Long-term Notes Payable for further details). Warrants to Purchase Common Stock We use the Black-Scholes-Merton option model (the “Black-Scholes Model”) to determine the fair value of warrants to purchase Common Stock of the Company. The Black-Scholes Model is an acceptable model in accordance with U.S GAAP. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the warrant. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the warrants. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available over a period equal to the expected life of the awards. We used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price. On January 23, 2023, the Company issued warrants to purchase an aggregate of 586,440 shares of Common Stock with exercise prices ranging from $9.26 to $12.35 per share, resulting in a weighted average exercise price of $9.95 per share, as consideration in the acquisition of Airobotics. On July 21, 2023 and August 11, 2023, the Company issued warrants to purchase an aggregate of 7,825,792 and 2,374,208 shares of Common Stock in Ondas Holdings, respectively, with an exercise price of $0.89 per share, in connection with the sale of redeemable preferred stock in Ondas Networks. See Note 11 – Redeemable Noncontrolling Interest. The assumptions used in the Black-Scholes Model are set forth in the table below. December 31, Stock price $ 1.14-2.00 Risk-free interest rate 4.09-4.70% Volatility 50.64-55.34% Expected life in years 0.12-5.00 Dividend yield 0.00% A summary of our Warrants activity and related information follows: Number of Shares Under Warrant Weighted Average Exercise Price Weighted Balance as of January 1, 2022 3,305,854 $ 8.53 5.20 Expired (1,404,052 ) $ 9.75 Balance as of December 31, 2022 1,901,802 $ 7.63 7.47 Granted 10,786,440 $ 1.38 Expired (122,150 ) $ 12.35 Balance as of December 31, 2023 12,566,092 $ 2.22 4.71 Equity Incentive Plan In 2018, our stockholders adopted the 2018 Equity Incentive Plan (the “2018 Plan”) pursuant to which 3,333,334 shares of our Common Stock has been reserved for issuance to employees, including officers, directors and consultants. The 2018 Plan shall be administered by the Board, provided however, that the Board may delegate such administration to the compensation committee of the Board of the Company (the “Compensation Committee”). Subject to the provisions of the 2018 Plan, the Board and/or the Compensation Committee shall have authority to grant, in its discretion, incentive stock options, or non-statutory options, stock awards or restricted stock purchase offers (“Equity Awards”). As of December 31, 2023, the balance available to be issued under the 2018 Plan was 1,052,373. At the 2021 Annual Meeting of Stockholders of the Company held on November 5, 2021, stockholders of the Company approved, among other matters, the Ondas Holdings Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The Compensation Committee of the Board of Directors of the Company adopted the 2021 Plan on September 30, 2021, subject to stockholder approval. The purpose of the 2021 Plan is to enable the Company to attract, retain, reward, and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum efforts for the growth and success of the Company, so as to strengthen the mutuality of the interests between the eligible individuals and the shareholders of the Company. The 2021 Plan provides for the issuance of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. On October 31, 2023, stockholders of the Company approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Common Stock authorized for issuance under the 2021 Plan from 6,000,000 to 8,000,000 shares. As of December 31, 2023, the balance available to be issued under the 2021 Plan was 3,780,741. Stock Options to Purchase Common Stock The Company awards stock options to certain employees, directors, and consultants, which represent the right to purchase common shares on the date of exercise at a stated exercise price. Stock options granted to employees generally vest over a two to four-year period and are contingent on ongoing employment. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period. Stock options granted to consultants are subject to the attainment of pre-established performance conditions. The actual number of shares subject to the award is determined at the end of the performance period and may range from zero to 100% of the target shares granted depending upon the terms of the award. Compensation expenses related to these awards is recognized when the performance conditions are satisfied. On January 23, 2023, in connection with the acquisition of Airobotics, the Company granted stock options to purchase 1,064,946 shares of Common Stock, of which 773,244 options were vested and the remaining 291,702 vest monthly through November 13, 2025. As of the January 23, 2023, the vested options had a weighted average contractual remaining life of approximately 4.39 years, an exercise price ranging from $0.49 to $224.92 per share, resulting in a weighted average exercise price of $3.94 per share, and a grant date fair value ranging from $0 to $1.48 per share. As of the January 23, 2023, the unvested options have a weighted average contractual remaining life of approximately 2.06 years, an exercise price ranging from $0.49 to $24.70 per share, resulting in a weighted average exercise price of $4.33 per share, and a grant date fair value ranging from $0 to $1.47 per share. On February 9, 2023, the Compensation Committee granted an aggregate of 317,625 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses. On March 16, 2023, the Compensation Committee granted an aggregate of 1,793,000 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses. On March 16, 2023, the Compensation Committee also granted an aggregate of 31,250 stock options to purchase shares of the Company’s Common Stock to certain non-employees. 6,250 stock options vested on the grant date, and 25,000 vest on December 31, 2023. They are included in compensation expenses. On November 29, 2023, the Compensation Committee granted an aggregate of 244,500 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses. The assumptions used in the Black-Scholes Model are set forth in the table below. 2023 2022 Stock price $ 1.24 – $2.06 $ 3.81 – $6.55 Risk-free interest rate 3.61 – 4.82% 1.82 – 3.95% Volatility 49.83 – 58.92% 46.42 – 48.96% Expected life in years 0.12 – 6.25 5.80 – 6.30 Dividend yield 0.00% 0.00% A summary of our Option activity and related information follows: Number of Shares Under Option Weighted Average Exercise Price Weighted Balance as of January 1, 2022 687,448 $ 6.79 8.20 Granted 2,094,000 $ 5.17 Exercised (31,057 ) $ 2.09 Forfeited (168,105 ) $ 2.77 Canceled (170,000 ) $ 6.43 Balance as of December 31, 2022 2,412,286 $ 5.77 7.58 Granted 3,451,321 $ 3.63 Exercised (89,042 ) $ 0.49 Forfeited (673,292 ) $ 3.90 Canceled (246,766 ) $ 6.03 Balance as of December 31, 2023 4,854,507 $ 4.59 7.34 Vested and Exercisable as of December 31, 2023 2,118,648 $ 6.62 5.19 As of December 31, 2023, total unrecognized compensation expense related to non-vested Options was $1,833,389 which is expected to be recognized over a weighted-average period of 2.76 years. Total stock-based compensation expense for stock options for the years ended December 31, 2023 and 2022 is as follows: Years Ended 2023 2022 General and administrative $ 343,371 $ 536,269 Sales and marketing 523,798 509,789 Research and development 223,513 720,554 Cost of goods sold 50,341 - Total stock-based expense related to options $ 1,141,023 $ 1,766,612 Restricted Stock Units The Company awards Restricted Stock Units (“RSUs”) to certain employees and directors, which represent a right to receive common stock for each RSU that vests. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period. On May 9, 2022, the Compensation Committee approved the grant of 13,900 RSUs to three employees. The RSUs vest in two successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment. On December 19, 2022, the Compensation Committee approved the grant of 162,160 RSUs to directors. The RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter On February 9, 2023, the Compensation Committee approved the grant of 3,000 RSUs to an employee. The RSUs vest in two successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment. On February 9, 2023, the Compensation Committee also approved the grant of 69,000 RSUs to three employees. The RSUs vest as follows: 20% on September 13, 2023, 40% on January 10, 2024, and 40% on February 21, 2024 and are contingent on continuing employment. On July 6, 2023, the Compensation Committee approved the grant of 180,000 RSUs to three employees, which vested in July 2023. On October 31, 2023, the Compensation Committee approved the grant of 473,682 RSUs to directors. The RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter A summary of our RSUs activity and related information follows: RSUs Weighted Average Grant Date Fair Value Weighted Unvested balance at January 1, 2022 1,431,922 $ 12.12 2.5 Granted 190,860 $ 2.52 Vested (512,755 ) $ 8.06 Canceled - $ - Unvested balance at December 31, 2022 1,110,027 $ 6.89 1.52 Granted 722,682 $ 0.66 Vested (823,143 ) $ 5.00 Canceled (455,100 ) 7.41 Unvested balance at December 31, 2023 554,466 $ 1.14 0.66 In 2023, three employees with RSUs separated from the Company. As part of their separation agreements, the employees were granted accelerated vesting on some of their restricted stock unit awards, which was accounted for as a modification of their awards. The result of the modification was a reversal of approximately $1,184,000 of previously recognized stock-based compensation expense during the year ended December 31, 2023. Total stock-based compensation expense for RSUs for the years ended December 31, 2023 and 2022 is as follows: Years Ended 2023 2022 General and administrative $ (152,814 ) $ 3,259,648 Sales and marketing 90,899 24,632 Research and development (31,710 ) 806,543 Total stock-based expense related to RSUs $ (93,625 ) $ 4,090,823 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2023 | |
Redeemable Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST | NOTE 11 – REDEEMABLE NONCONTROLLING INTEREST On July 9, 2023, Ondas Networks entered into a Preferred Stock Purchase Agreement with an initial purchaser named therein (the “Initial Purchaser”) to purchase preferred stock of Ondas Networks, $0.00001 par value per share (the “Networks Preferred Stock”) and the issuance of warrants to purchase 10,200,000 shares of Ondas Holdings (the “Original Networks Agreement”). The Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $34.955 per share (the “2023 Original Issue Price”). Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the 2023 Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock (as defined below) as is determined by dividing the 2023 Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $34.955. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. The Networks Preferred Stock can be redeemed at the request of the holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Networks Preferred Stock was converted into Networks Common Stock as described above. On July 21, 2023, Ondas Networks entered into a certain Amendment to Preferred Stock Purchase Agreement (the “Networks Amendment,” together with the Original Networks Agreement, the “2023 Networks Agreement”). Pursuant to the Networks Amendment, in exchange for an initial sale of shares of Networks Preferred Stock, the Initial Purchaser acquired the following (the “Initial Networks Closing”), for gross proceeds to Ondas Networks of $11,508,517: (i) 329,238 shares of Networks Preferred Stock, at a purchase price of $34.955 per share (the “Per Share Price”), convertible into shares of Common Stock of Ondas Networks, $0.00001 par value per share (the “Networks Common Stock”) and (ii) warrants to purchase 7,825,792 shares of the Company Common Stock, at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Initial Warrants”). Also, pursuant to the Networks Amendment, the Initial Purchaser agreed to purchase, and Ondas Networks agreed to sell and issue to the Initial Purchaser, an additional 99,885 shares of Networks Preferred Stock, at the Per Share Price (the “Second Initial Purchaser Closing”) and warrants to purchase 2,374,208 shares of Company Common Stock, at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Second Initial Purchaser Warrants”), within thirty days of the Initial Networks Closing. Ondas Networks will use the proceeds from the sale of the Networks Preferred Stock for working capital and other general corporate purposes, including fees related to the transactions contemplated by the 2023 Networks Agreement. No portion of the proceeds will be distributed to the Company. Also on July 21, 2023, Ondas Networks completed the Initial Networks Closing. In connection with the Initial Networks Closing, the Company issued the Initial Warrants. Also, in connection with the Initial Closing, the parties entered into an indemnification agreement, investors’ rights agreement, right of first refusal agreement, and voting agreement. Forms of each of these agreements are attached to Exhibit 10.1 to Form 8-K filed on July 28, 2023. On August 11, 2023, Ondas Networks completed the Second Initial Purchaser Closing. In connection with the Second Initial Purchaser Closing, the Company issued Second Initial Purchaser Warrants. Following the Second Initial Purchaser Closing, the Initial Purchaser has invested an aggregate of $15.0 million and owns a minority interest of approximately 28% of Ondas Networks. The Company assessed the Networks Preferred Stock in accordance with ASC 480 and determined that it should be recorded as temporary equity and not as a liability. The initial valuation was assigned to the Networks Preferred Stock and the Initial Warrants and Second Initial Purchaser Warrants on relative fair values, with the initial valuation of the noncontrolling interest being $10,406,949 and warrants being $4,593,051. It is being accreted using the effective interest rate method over the five-year period to achieve the redemption value of $30,000,000 plus accrued dividends. The Company recorded accrued dividends of $512,207 and accretion of $1,001,538 for the year ended December 31, 2023. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 12 – SEGMENT INFORMATION Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and Ondas Autonomous Systems, which only includes the results of American Robotics for the year ended December 31, 2022, as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. The following table presents segment information for years ended December 31, 2023 and 2022: Year Ended Year Ended December 31, 2023 December 31, 2022 Ondas Ondas Total Ondas Ondas Total Revenue, net $ 6,722,230 $ 8,969,200 $ 15,691,430 $ 1,931,677 $ 194,140 $ 2,125,817 Depreciation and amortization 142,866 4,849,059 4,991,925 142,635 3,876,913 4,019,548 Interest income 119,200 4,674 123,874 12,771 12,771 25,542 Interest expense 2,106,416 2,048,343 4,154,759 1,888,349 1,873,349 3,761,698 Stock based compensation 1,111,256 (63,858 ) 1,047,398 1,188,217 4,669,218 5,857,435 Goodwill impairment - - - - 19,419,600 19,419,600 Benefit from income taxes - - - - - - Net loss (17,285,494 ) (27,559,378 ) (44,844,872 ) (14,361,407 ) (58,880,398 ) (73,241,805 ) Goodwill - 27,751,921 27,751,921 - 25,606,983 25,606,983 Capital expenditure 79,208 131,827 211,035 97,853 2,783,047 2,880,900 Total assets 19,272,162 72,892,520 92,164,682 34,227,117 63,718,128 97,945,245 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES The provision (benefit) from income taxes was as follows: December 31, 2023 2022 Current U.S. Federal $ - $ - State and local - - $ - $ - Deferred U.S. Federal $ - $ - State and local - - $ - $ - Total U.S. Federal $ - $ - State and local - - $ - $ - The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: December 31, 2023 2022 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 62,608,641 $ 27,478,875 Accrued liabilities 336,802 96,363 Stock based compensation 223,047 949,089 Depreciation 183,361 91,639 Inventory reserve 29,962 27,321 Investment impairment 448,289 - Operating lease liabilities 1,910,688 827,607 R&D capitalization 8,793,631 5,683,784 R&D credit 751,488 751,488 Other 1,446,535 - Total deferred tax assets 76,732,444 35,906,166 Deferred Tax Liabilities: Amortization - (3,078 ) Intangibles (6,450,630 ) (5,885,385 ) Deferred rent (1,379,646 ) (798,745 ) Total deferred tax liabilities (7,830,276 ) (6,687,208 ) Total net deferred tax assets 68,902,168 29,218,958 Valuation allowance for deferred tax assets (68,902,168 ) (29,218,958 ) Deferred tax assets, net of valuation allowance $ - $ - The change in the Company’s valuation allowance is as follows: Years Ended 2023 2022 Beginning of the year $ 29,218,958 $ 14,528,920 Change in valuation account 39,683,210 14,690,038 End of the year $ 68,902,168 $ 29,218,958 A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows: Years Ended 2023 2022 U.S. federal statutory rate (21.0 )% (21.0 )% Federal true ups 0.88 % 0.40 % State taxes, net of federal benefit (4.86 )% (7.61 )% Change in valuation allowance 24.24 % 20.06 % Goodwill Impairment - % 5.57 % Stock compensation 0 .94 % 2.02 % Foreign rate differential (0.35 )% - % Nondeductible expenses 0.06 % 0.56 % Effective income tax rate - % - % In assessing the realization of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. Effective with the issuance of redeemable preferred stock on July 21, 2023, Ondas Networks will not be a member of the Company consolidated US tax filing. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had Federal NOLs of approximately $1 million and $15 million generated in 2007 to 2017 which will begin to expire in 2027 through 2037. Additionally, as of December 31, 2023 and December 31, 2022, the Company and Ondas Networks, respectively, had Federal NOLs of $59 million and $50 million, and of $42 million and $44 million, generated in 2018 through 2023 that have no expiration. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had State NOLs available to offset future taxable income of $43 million and $92 million, and of $35 million and $72 million expiring from 2038 through 2043. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had approximately $0 and $752,000, and $0 and $752,000, of Federal research and development credits available to offset future tax liability expiring from 2038 through 2040. As of December 31, 2023 and December 31, 2022, the Company had approximately $127 million and $0 of Israeli NOL’s. The Company’s Federal income tax returns for the 2020 to 2022 tax years remain open to examination by the IRS. Upon utilization of Federal NOLs in the future, the IRS may examine records from the year the loss occurred, even if outside the three-year statute of limitations. The Company’s State tax returns also remain open to examination. The Company’s Israeli income tax returns for the 2019 to 2022 tax years remain open to examination. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s Federal Carryforwards could be limited in the event of a change in ownership. As of December 31, 2021, the Company completed an analysis and determined that there were multiple ownership changes. Provided sufficient taxable income is generated the annual base limitation plus increased limitation calculated pursuant to IRS Notice 2003-65 will allow the Company to utilize all existing losses within the carryover periods. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the Consolidated Financial Statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of December 31, 2023, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Legal Proceedings We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of December 31, 2023. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS The Company had a long-term equity investment in Dynam with a carrying value of $0 In addition to the equity investment, the Company paid Dynam for services of $0 and $2,026,400 during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company owed $22,500 and $359,159 to independent directors, respectively, related to accrued compensation and proceeds from sale of Common Stock, which is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Management has evaluated subsequent events as of April 1, 2024, the date the Consolidated Financial Statements were available to be issued according to the requirements of ASC Topic 855. American Robotics Sublease Agreement On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease. Establishment of Ondas Autonomous Holdings Inc. On February 26, 2024, we issued a press release announcing that we have established OAH, as a new, wholly owned subsidiary. The newly created OAH is an intermediate holding company which now wholly-owns the Company’s subsidiaries American Robotics and Airobotics. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details. Voluntary Delisting on the Tel Aviv Stock Exchange On February 8, 2024, the Company took steps to voluntarily delist the Company’s Common Stock from trading on TASE. Pursuant to Israeli law, the delisting of the Company’s Common Stock is expected to take effect three months following the date of the Company’s request to the TASE to delist the Company’s Common Stock, which occurred on February 8, 2024. The Company’s Common Stock will continue to be listed for trading on Nasdaq, and all of the shares traded on TASE are expected to be transferred to Nasdaq where they can continue to be traded. Sale of Common Stock in Ondas Holdings On February 26, 2024, the Company entered into a Securities Purchase Agreement (the “Ondas Agreement”) with certain purchasers named therein (the “Ondas Purchasers”) for the purchase and sale of (i) an aggregate of 3,616,071 shares (the “Holdings Shares”) of Common Stock and (ii) warrants to purchase an aggregate of 3,616,071 shares of OAH’s common stock $0.0001 par value per share, at an exercise price of $1.29 and exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “OAH Warrants,” and together with the Holdings Shares, the “Ondas Offering Securities”), for gross proceeds of approximately $4.1 million (the “Ondas Offering”). The purchase price paid by the Ondas Purchasers for the Holdings Shares was $1.12 per share. The Ondas Offering was consummated on February 26, 2024. The Holdings Shares were offered and sold, and were issued, pursuant to the Prospectus Supplement, dated February 26, 2024, to the Prospectus included in the New Form S-3. The Company intends to use the net proceeds from the sale of the Ondas Offering Securities for general working capital purposes. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details. Preferred Stock Investment in Ondas Networks On February 26, 2024, Ondas Networks entered into a Preferred Stock Purchase Agreement (the “Networks Agreement”) for an investment of $4.50 million in Ondas Networks (the “Networks Offering,” and together with the Ondas Offering, the “Offerings”). The Networks Agreement was entered into with the purchasers named therein (the “Networks Purchasers”) for the sale of shares of preferred stock for a purchase of $4.50 million. The Networks Offering was consummated on February 26, 2024. Pursuant to the Networks Agreement, the Networks Purchasers would acquire the following in the Networks Offering for gross proceeds to Ondas Networks of $4.5 million: (i) 108,925 shares of preferred stock of Networks Preferred Stock, at a purchase price of $41.3104 per share (the “Per Share Price”), convertible into shares of Common Stock, $0.00001 par value per share of Networks Common Stock and (ii) warrants to purchase 3,015,000 shares of the Company’s Common Stock, at an exercise price of $1.26 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Holdings Warrants,” and together with the Networks Preferred Stock, the “Networks Offering Securities”). The Networks Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $41.3104 per share (the “Original Issue Price”). Dividends shall be payable only when, as, and if declared by the board of directors of Ondas Networks and Ondas Networks shall be under no obligation to pay such dividends. Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $41.3104. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. The Networks Preferred Stock can be redeemed as the request of the Holder at any time after the fifth anniversary for the greater of the initial investment plus accrued dividends or the amount that would be due if the Networks Preferred Stock was converted into Networks Common Stock as described above. Pursuant to the Networks Agreement, the Company entered into a registration rights agreement with the purchasers to register the resale of the Company’s Common Stock underlying the Holdings Warrants pursuant to a registration statement to be filed no later 180 days following the closing of the Networks Offering. Also, pursuant to the Networks Agreement, the Networks Purchasers became parties to those certain investors’ rights agreement, right of first refusal agreement, and voting agreement, dated July 21, 2023. Ondas Networks will use the proceeds from the sale of the Networks Offering Securities to immediately redeem an amount of shares of Networks Common Stock at the Per Share Price held by the Company that is equivalent to the amount of proceeds raised in the sale of the Networks Offering Securities. The issuance of the OAH Warrants and Networks Offering Securities were exempt from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Ondas Purchasers and Networks Purchasers that it was an “accredited investor” (as defined under Rule 501 of Regulation D) and that it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the OAH Warrants and Networks Offering Securities. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details. Agreement and Waiver As previously disclosed, on October 28, 2022, the Company issued the 2022 Convertible Promissory Notes, pursuant to a Purchase Agreement by and between the Company and selected institutional investors (the “Investor”), as amended by the Amended SPA and the Agreement and Waiver. The 2022 Convertible Promissory Notes were convertible into shares of the Company’s Common Stock and were subsequently exchanged by the Company, on a dollar-for-dollar basis, into the 2022 Convertible Exchange Notes. The 2022 Convertible Exchange Notes have a maturity date of April 28, 2025. On July 25, 2023, the Company issued the Additional Notes. On February 23, 2024, the Company and the Investor entered into an Agreement and Waiver (the “Waiver”) with respect to certain terms of the Notes. Pursuant to the Waiver, the Company and the Investor agreed that: ● the Investor shall waive Section 4(q) of the SPA, solely with respect to the Offerings; ● the Investor shall waive any right to adjust the Conversion Price (as defined in the Notes) of the Notes pursuant to Section 7 of the Notes and any Additional Notes that may be issued from time as a result of the consummation of all or any portion of the Offerings; and ● the Investor shall waive any applicable provisions of the SPA or the Notes, including, without limitation, Section 13(f) of the Notes, Section 5(a) of the Notes, and Section 4(m)(iii) of the Purchase Agreement (but, in the case of Section 4(m)(iii) and in the interest of clarity, only with respect to issuances of securities of Networks) such that the Company or any of its subsidiaries, including any “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (“Company Subsidiaries” and each a “Company Subsidiary”) may, directly or indirectly, including through Affiliates (as defined in the Notes) or otherwise, in one or more transactions (including pursuant to a merger), sell, assign, transfer, convey or otherwise dispose of (x) any of (including all or substantially all of) the properties or assets of Networks, or (y) any equity interests (including a controlling equity interest) in Networks, in each case as would otherwise have required the affirmative consent or approval of Investor but for this waiver (each a “Waiver Transaction”), provided that, as consideration for any Waiver Transaction, the Company receives (whether directly or via a distribution from a Company Subsidiary) an amount in cash equal to no less than 125% of the principal and interest under the Notes and any Additional Notes then outstanding as of the date Company gives written notice to Investor of such Waiver Transaction. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (44,844,872) | $ (73,241,805) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Account Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Consolidated Financial Statements include the accounts of the Company and our subsidiaries, Ondas Networks, American Robotics, and Airobotics. All inter-company accounts and transactions between these entities have been eliminated in these Consolidated Financial Statements. The functional currency of the Company and all of our subsidiaries is the U.S. dollar. |
Business Combinations | Business Combinations We utilize the purchase method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Ondas’ results of operations beginning on the respective acquisition dates and that assets acquired, and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the Consolidated Statements of Operations. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired, and liabilities assumed in certain cases, may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform goodwill impairment process. The impairment of Goodwill was $0 Intangible assets represent patents, licenses, software and allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. We amortize our intangible assets with a finite life on a straight-line basis, over 3 years for software; 10 years for patents; 3-10 years for developed technology, 10 years for licenses, trademarks, marketing-related assets and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements. |
Segment Information | Segment Information Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and Ondas Autonomous Systems as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. |
Use of Estimates | Use of Estimates The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, fair values of financial instruments and goodwill, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2023 and 2022, we had no cash equivalents. The Company periodically monitors its positions with, and the credit quality of the financial institutions with which it invests. Periodically, throughout the year, and as of December 31, 2023, the Company has maintained balances in excess of federally insured limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at a gross invoice amount less an allowance for credit losses as well as net of any discounts or other forms of variable consideration. We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness and receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information is received. We had no allowance for credit losses as of December 31, 2023 and 2022. |
Inventory | Inventory Inventories, which consist solely of raw materials, work in process and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value, net of reserves for obsolete inventory. We continually analyze our slow-moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. On December 31, 2023 and 2022, such reserves were $100,254. Inventory consists of the following: December 31, December 31, Raw Material $ 1,499,727 $ 2,041,776 Work in Process 782,770 89,080 Finished Goods 4,403 142,415 Less Inventory Reserves (100,254 ) (100,254 ) Total Inventory, Net $ 2,186,646 $ 2,173,017 |
Property and Equipment | Property and Equipment All additions, including improvements to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is principally recorded using the straight-line method over the estimated useful lives of the assets. The estimated useful lives typically are (i) 3 to 7 years for computer equipment, (ii) 5 years for vehicles and docking stations and drones, (iii) 7 - 17 years for furniture and fixtures, (iv) 5 to 7 years for development equipment, and (v) 3 years for machinery and equipment. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon the disposal of property, the asset and related accumulated depreciation accounts are relieved of the amounts recorded therein for such items, and any resulting gain or loss is recorded in operating expenses in the year of disposition. |
Software | Software Costs incurred internally in researching and developing a software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products. As of December 31, 2023 and December 31, 2022, the Company had no internally developed software. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows are less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. The impairment of long-lived assets was $2,523,528 and $12,343 for the years ended December 31, 2023 and 2022, respectively. For additional information on the asset impairment charges, see Note – 2 Summary of Significant Account Policies, Leases |
Research and Development | Research and Development Costs for research and development are expensed as incurred except for research and development equipment with alternative future use. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments. Our financial assets measured at fair value on a nonrecurring basis include right of use assets, goodwill and intangibles, which are adjusted to fair value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Our estimate of the fair value of right of use assets, goodwill and intangibles are based on expected future cash flows and actual results may differ from those estimates. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 Unobservable inputs for the asset or liability. The Company had no assets or liabilities that were required to be valued at fair value as of December 31, 2022. The Company had Level 3 assets that are required to be valued at fair value as of December 31, 2023, see Note – 2 Summary of Significant Account Policies, Leases The Company also had Level 3 liabilities that are required to be valued at fair value as of December 31, 2023. The fair value of the government grant liability is determined as the sum of 3% royalty payments on forecasted future sales, discounted using the effective interest method. As of December 31, 2023, the Company made the following assumptions: (i) royalty payments will be made on future sales through 2026, and (ii) the effective interest rate is a range of 17-19%. The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs: Government Balance as of January 24, 2023 $ 1,783,403 Repayment on liability (6,576 ) Government grant liability assumed from Iron Drone asset purchase 307,122 Fair value adjustment to government grant liability assumed from Iron Drone asset purchase 48,795 Government grant proceeds received, adjusted to fair value 128,803 Net Loss on change in fair value of liability 488,157 Balance as of December 31, 2023 $ 2,749,704 |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financing is consummated. After consummation of equity financing, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs are expensed immediately as a charge to other income (expense) in the consolidated statement of operations. For the years ended December 31, 2023 and 2022, the Company recorded a reduction in proceeds received of $0 and $35,841, respectively, related to the ATM Offering. See Note 10 – Stockholders’ Equity. On July 11, 2023, the Company and the Sales Agent (as defined below), mutually agreed to terminate the ATM Agreement (as defined below), and the Company expensed the remaining deferred offering costs of $145,293 during the year ended December 31, 2023. For the year ended December 31, 2022, the Company expensed offering costs of $45,823. The deferred offering costs outstanding as of December 31, 2023 and 2022, were $0 and $145,293, respectively. |
Government Grants | Government Grants The Government liability was assumed through the acquisition of Airobotics and asset purchase of Iron Drone. Airobotics and Iron Drone received government grants from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”), and the grant funds are repayable to the extent that future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses. At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, which is 17-19%, and if so, the appropriate amount of the liability is derecognized through other income (expense). Amounts paid as royalties are treated as a reduction of the liability. Royalty payments are due every nine months. There is no maturity date. The liability exists until it is paid in full through royalty payments or the Company reports to the IIA there will be no further sales, and they accept this. |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests On July 9, 2023, Ondas Networks Inc. entered into an Agreement with a third party for the sale of redeemable preferred stock in Ondas Networks. The preferred stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price and can be redeemed at the request of the Holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock (see Note 11 – Redeemable Noncontrolling Interest). The applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result, the Company recorded the noncontrolling interest as redeemable noncontrolling interest and classified it in temporary equity within its consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to accrete the redeemable noncontrolling interest to the full redemption value as of the earliest redemption date by accruing dividends at 8% per annum and accreting the redemption value to two times the initial investment over five years using the effective interest rate method. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with U.S. GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. |
Share-Based Compensation | Share-Based Compensation We calculate share-based compensation expense for option awards (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period in determining the fair value of Share-based Awards. The expected term is based on the “simplified method”, due to the Company’s limited option exercise history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period. We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided. |
Shipping and Handling | Shipping and Handling We expense all shipping and handling costs as incurred. These costs are included in Cost of goods sold on the accompanying Consolidated Statements of Operations. |
Advertising and Promotional Expenses | Advertising and Promotional Expenses We expense advertising and promotional costs as incurred. We recognized expense of $182,070 and $80,934 for the years ended December 31, 2023, and 2022, respectively. These costs are included in Sales and marketing on the accompanying Consolidated Statements of Operations. |
Post-Retirement Benefits | Post-Retirement Benefits We have one 401(k) Savings Plan for US employees that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this 401(k) Plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We recognized expense of $328,357 and $351,837 for the years ended December 31, 2023, and 2022, respectively. Airobotics’ post-employment benefits are usually funded by deposits with insurance companies and are classified as defined deposit plans or defined benefit plans. Airobotics’ has defined deposit plans, in accordance with Section 14 of Severance Compensation Israeli Law, 1963, according to which Airobotics regularly makes its payments without having a legal or implied obligation to make additional payments even if the fund has not accumulated sufficient amounts to pay all employee benefits, in the current period and in previous periods. Deposits to a defined benefit plan for severance pay or benefits, are recognized as an expense when deposited with the plan in parallel with receiving work services from the employee. All of Airobotics’ employees in Israel are subject to Section 14 of Severance Compensation Israeli Law. We recognized expense of $624,758 for the period of January 24, 2023 through December 31, 2023 related to these post-employment benefits. |
Revenue Recognition | Revenue Recognition Ondas has two business segments that generate revenue: Ondas Networks and Ondas Autonomous Systems. Ondas Networks generates revenue from product sales, services, and development projects. Ondas Autonomous Systems, which includes American Robotics and Airobotics, generates revenue from product sales, services, and data subscription services. Ondas Networks is engaged in the development, marketing, and sale of wireless radio systems for secure, wide area mission-critical, business-to-business networks. Ondas Networks generates revenue primarily from the sale of our FullMAX System and the delivery of related services, along with non-recurring engineering (“NRE”) development projects with certain customers. Ondas Autonomous Systems generates revenue through the sales of their Optimus system and separately priced support, maintenance and ancillary services directly related to the sale of the Optimus system. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. Revenue for development projects is typically recognized over time using a percentage of completion input method, whereby revenues are recorded on the basis of the Company’s estimates of satisfaction of the performance obligation based on the ratio of actual costs incurred to total estimated costs. The input method is utilized because management considers it to be the best available measure of progress as the performance obligations are completed. Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of revenue and cost of revenue are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods base in the performance completed to date. Subscription revenue is recognized on straight line basis over the length of the customer subscription agreement. If a subscription payment is received prior to installation and operation of their autonomous systems, it is held in deferred revenue and recognized after operation commences over the length of the subscription service. Collaboration Arrangements Within the Scope of ASC 808, Collaborative Arrangements The Company’s development revenue includes contracts where the Company and the customer work cooperatively to develop software and hardware applications. The Company analyzes these contracts to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. As of December 31, 2023 and 2022, the Company has not identified any contracts with its customers that meet the criteria of ASC 808. Arrangements Within the Scope of ASC 606, Revenue from Contracts with Customers Under ASC 606, the Company recognizes revenue when the customer obtains control of promised products or services, in an amount that reflects the consideration which is expected to be received in exchange for those products or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised product or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales and other taxes collected on behalf of third parties are excluded from revenue. For the years ended December 31, 2023 and 2022, none of our contracts with customers included variable consideration Contracts that are modified to account for changes in contract specifications and requirements are assessed to determine if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the years ended December 31, 2023 and 2022, there were no modifications to contract specifications. Product revenue is comprised of sales of the Ondas Networks’ software defined base station and remote radios, its network management and monitoring system, and accessories. Ondas Networks’ software and hardware is sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty. Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract. Service revenue is comprised of separately priced extended warranty sales, network support and maintenance, remote monitoring, as well as ancillary services directly related to the sale of the Ondas Networks’ wireless communications products including wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. The extended warranty Ondas Networks sells provides a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage. The extended warranty includes 1) factory hardware repair or replacement of the base station and remote radios, at our election, 2) software upgrades, bug fixes and new features of the radio software and network management systems (“NMS”), 3) deployment and network architecture support, and 4) technical support by phone and email. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service and extended warranty based on the stand-alone selling prices of these performance obligations, which are stated in our contracts. Revenue for the extended warranty is recognized over time. Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, in 2023, a significant portion of this revenue is generated from one parent customer whereby Ondas Networks is to develop such applications to interoperate within the customers infrastructure. For these contracts, Ondas Networks and the customers work cooperatively, whereby the customers’ involvement is to provide technical specifications for the product design, as well as, to review and approve the project progress at various markers based on predetermined milestones. The products developed are not able to be sold to any other customer and are based in part upon existing Ondas Networks and customer technology. Development revenue is either recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied recognized, or as services are provided over the life of the contract as Ondas Networks has an enforceable right to payment for services completed to date and there is no alternative use of the product, depending on the contract. If the customer contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts within our service revenues that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is then allocated to the performance obligations using the relative selling prices of each of the performance obligations in the contract. Ondas Networks’ payment terms vary and range from Net 15 to Net 30 days from the date of the invoices for product and services related revenue. Ondas Networks’ payment terms for the majority of their development related revenue carry milestone-related payment obligations which span the contract life. For milestone-based contracts, the customer reviews the completed milestone and once approved, makes payment pursuant to the applicable contract. Ondas Autonomous Systems’ product revenue is comprised of sales of the Optimus system which includes a drone, docking station, different flown sensors (payloads), communications system, batteries, and others. The Optimus system is sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty. Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract. Ondas Autonomous Systems’ service revenue is comprised of separately priced support and maintenance sales, as well as ancillary services directly related to the sale of the Optimus system including product training, installation, and onsite support. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. The customer pays for a monthly, annual, or multi-annual subscription service to remotely access the data collected by their autonomous systems. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service based on the stand-alone selling prices of these performance obligations, which are stated in our contracts. Ondas Autonomous Systems’ payment terms vary and range from Net 30 days to Net 60 days from the date of the invoices for product and services related revenue. Ondas Autonomous Systems’ payment terms for the majority of their development related revenue carry milestone-related payment obligations which span the contract life. For milestone-based contracts, the customer reviews the completed milestone and once approved, makes payment pursuant to the applicable contract. Disaggregation of Revenue The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue. Years Ended 2023 2022 Type of Revenue Product revenue $ 12,102,388 $ 872,660 Service and subscription revenue 2,126,560 319,140 Development revenue 1,462,482 934,017 Total revenue $ 15,691,430 $ 2,125,817 Years Ended 2023 2022 Timing of Revenue Revenue recognized point in time $ 14,071,906 $ 872,660 Revenue recognized over time 1,619,524 1,253,157 Total revenue $ 15,691,430 $ 2,125,817 Years Ended 2023 2022 Country of Revenue, based on location services were provided or product was shipped to: United States $ 5,717,832 $ 2,125,817 United Arab Emirates 8,521,393 - United Kingdom 995,357 - Israel 429,107 - India 27,741 - Total revenue $ 15,691,430 $ 2,125,817 Contract Assets and Liabilities We recognize a receivable or contract asset when we perform a service or transfer a good in advance of receiving consideration. A receivable is recorded when our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. A contract asset is recorded when we have recognized revenue over time in accordance with meeting our performance obligation but are unable to invoice the customer yet based on the contractual invoicing terms. The contract asset is reclassified to a receivable when the right to consideration becomes unconditional. The table below details the activity in our contract assets during the year ended December 31, 2023. We did not have any contract assets recorded as of December 31, 2022. Contract assets are included in Other current assets on the Consolidated Balance Sheet. Year Ended Balance at beginning of period $ - Contract assets recognized 928,995 Reclassification to Accounts receivable, net (109,888 ) Balance at end of period $ 819,107 We recognize a contract liability (deferred revenue) when we receive consideration from a customer, or if we have the unconditional right to consideration (i.e., a receivable), prior to satisfying the performance obligation. A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration, or an amount of consideration is due from the customer. The table below details the activity in our contract liabilities during the years ended December 31, 2023 and 2022. Years Ended 2023 2022 Balance, beginning of year $ 61,508 $ 512,397 Additions 2,438,655 527,268 Transfer to revenue (2,223,219 ) (978,157 ) Balance, end of year $ 276,944 $ 61,508 Revenue recognized during the year ended December 31, 2023 that was included in the contract liability opening balance was $61,508. Warranty Reserve For our software and hardware products, we provide a limited one-year assurance-type warranty and for our development service, we provide no warranties. The assurance-type warranty covers defects in material and workmanship only. If a software or hardware component is determined to be defective after being tested by the Company within the one-year, the Company will repair, replace or refund the price of the covered hardware and/or software to the customer (not including any shipping, handling, delivery or installation charges). We estimate, based upon a review of historical warranty claim experience, the costs that may be incurred under our warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance-type warranties and has determined that the estimated outstanding warranty obligation as of December 31, 2023 and 2022 are immaterial to the Company’s financial statements. |
Leases | Leases Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2023, the Company’s operating leases consisted of office spaces in Sunnyvale, CA, Marlborough, MA (the “American Robotics Lease”), Waltham, MA (the “Waltham Lease”), and Petah Tikva, Israel (the “Airobotics Leases”). On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with the owner and landlord (the “2021 Gibraltar Lease”), wherein the base rate is $45,000 per month, with a security deposit in the amount of $90,000. On April 1, 2023, the Company amended the 2021 Gibraltar Lease to extend the lease through September 30, 2023, wherein the base rate is $65,676 per month. On November 6, 2023, the Company amended the 2021 Gibraltar Lease, as amended to further extend the lease through June 30, 2024, wherein the base rate is $68,959 per month. On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, located in Marlborough, Massachusetts, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended the American Robotics Lease to reduce their space to approximately 10,450 square feet. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 31, 2024. On November 10, 2023, American Robotics amended the American Robotics Lease, as amended to extend the existing lease term from January 31, 2024 to January 31, 2026 and to relinquish a portion of the leased outdoor space. The annual base rent is $14,586 per month starting February 1, 2024, with an annual increase of 3.5% through January 2026. These facilities also serve as Ondas’ corporate headquarters. On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. The Waltham Lease commenced on March 1, 2022, and is scheduled to terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. On January 23, 2023, the Company acquired Airobotics and the Airobotics Leases, which includes office space in Petah Tikva, Israel leased according to three different lease agreements. Each agreement is with respect to different sections of the entire leased area and are in effect through December 31, 2023, February 28, 2024, and November 30, 2024 wherein the base rate of the entire leased area is approximately $20,500 per month. On August 7, 2023, Ondas Networks entered into a 72-month lease agreement with the owner and landlord of office space in Sunnyvale, CA (the “Oakmead Lease”). The Oakmead Lease commenced on October 1, 2023, and is an operating lease through September 30, 2029. Base rent is $77,533 per month, increasing approximately 3% annually, with a security deposit due in the amount of $269,428. Base rent shall be abated during the first twelve months of the term of the lease. On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, the remaining lease term, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease. This event indicated that the carrying amount of the right of use asset, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts (the “Asset Group”) may not be recoverable. The Asset Group was tested for recoverability using the undiscounted cash flows from the sublease and the Company found the Asset Group to be impaired. The Company determined the Level 3 fair value of the Asset Group using the sum of future cash flows from the sublease, discounted to the present value using an assumed discount rate of 10.5%. Based on this valuation, the Company recorded an impairment charge of $1,383,536 related to the right of use asset associated with this Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023. We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of the lease payments. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying assets. We have elected not to separate lease and non-lease components for any class of underlying asset. Lease Costs Years ended 2023 2022 Components of total lease costs: Operating lease expense $ 1,231,198 $ 1,151,453 Common area maintenance expense 277,865 103,691 Short-term lease costs (1) 813,797 48,870 Total lease costs $ 2,322,860 $ 1,304,014 (1) Represents short-term leases with an initial term of 12 months or less, which are immaterial. Lease Positions as of December 31, 2023 and 2022 ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows: December 31, 2023 2022 Assets: Operating lease assets $ 4,701,865 $ 2,930,996 Total lease assets $ 4,701,865 $ 2,930,996 Liabilities: Operating lease liabilities, current $ 685,099 $ 580,593 Operating lease liabilities, net of current 5,800,710 2,456,315 Total lease liabilities $ 6,485,809 $ 3,036,908 Other Leases Information Years ended 2023 2022 Operating cash flows for operating leases $ 1,038,556 $ 878,627 Weighted average remaining lease term (in years)- operating lease 4.73 5.86 Weighted average discount rate – operating lease 9.99 % 5.78 % Undiscounted Leases Cash Flows Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows: Years ending December 31, 2024 815,880 2025 1,802,201 2026 1,653,139 2027 1,568,688 2028 1,616,022 Thereafter 999,204 Total future minimum lease payments $ 8,455,134 Lease imputed interest (1,969,325 ) Total $ 6,485,809 |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share is computed by dividing net loss available to common stockholders (the numerator) by the weighted average number of shares of Common Stock outstanding for each period (the denominator). Income available to common stockholders shall be computed by deducting the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income. The computation of diluted net loss per share is similar to the computation of basic net loss per share except that the numerator may have to adjust for any dividends and income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of common stock, and the denominator may have to adjust to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued during the period to reflect the potential dilution that could occur from shares of common stock issuable through stock options, warrants, restricted stock units, or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and restricted stock units, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260. Because of the net loss for the years ended December 31, 2023 and 2022, the impact of including this in our computation of diluted net loss per share was anti-dilutive. The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Years Ended 2023 2022 Warrants to purchase common stock 12,566,092 1,901,802 Options to purchase common stock 4,854,507 2,412,286 Potential shares issuable under 2022 Convertible Exchange Notes 62,084,776 24,177,835 Potential shares issuable under 2023 Additional Notes 29,125,732 - Restricted stock units 554,466 1,111,617 Total potentially dilutive securities 109,185,573 29,603,540 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits. Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for credit losses. |
Concentration of Customers | Concentration of Customers Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. Revenue from significant customers, those representing 10% or more of total revenue, was composed of three customers accounting for 42%, 33% and 22% of the Company’s revenue for the year ended December 31, 2023, respectively. One customer accounted for 89% of the Company’s revenue for the year ended December 31, 2022. Accounts receivable from significant customers, those representing 10% or more of the total accounts receivable, were composed of three customers accounting for 61%, 22% and 12%, respectively, of the Company’s accounts receivable balance as of December 31, 2023. Two customers accounted for 67% and 33% of the Company’s accounts receivable balance as of December 31, 2022, respectively. |
Recently Adopted Accounting Pronouncements and SEC Rules | Recently Adopted Accounting Pronouncements and SEC Rules As of January 1, 2023, the Company adopted the following Accounting Standards Updates (ASU), and the adoption had no impact on our accompanying Consolidated Financial Statements: 1. ASU No. 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures, as an amendment to ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 2. ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers; and 3. ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments On September 29, 2022, the Financial Accounting Standards Board (FASB) issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. Under the new ASU, a company that uses a supplier finance program in connection with the purchase of goods or services will be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU No. 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, except for the roll forward of the supplier finance program obligations, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The adoption of this pronouncement as of January 1, 2023 did not have a material impact on our accompanying Consolidated Financial Statements. In July 2023, the SEC adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring disclosure of material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy and governance in annual reports. The Company has included the Regulation S-K Item 1C disclosure requirements under this rule in our Annual Report on Form 10-K for the year ended December 31, 2023. Incident disclosure requirements in Form 8-K will be effective for us on June 15, 2024. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted On September 30, 2022, the FASB issued ASU No. 2022-03, which (1) clarifies existing guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and (2) introduces new disclosure requirements for equity securities subject to contractual sale restrictions. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security. Instead, the contractual sale restriction is a characteristic of the reporting entity. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. Additionally, the ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements. In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements. In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets”, which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company’s Consolidated Financial Statements In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements. |
Reclassification | Reclassification Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation. |
Summary of Significant Accoun_2
Summary of Significant Account Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Account Policies [Abstract] | |
Schedule of Inventory | Inventory consists of the following: December 31, December 31, Raw Material $ 1,499,727 $ 2,041,776 Work in Process 782,770 89,080 Finished Goods 4,403 142,415 Less Inventory Reserves (100,254 ) (100,254 ) Total Inventory, Net $ 2,186,646 $ 2,173,017 |
Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs | The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs: Government Balance as of January 24, 2023 $ 1,783,403 Repayment on liability (6,576 ) Government grant liability assumed from Iron Drone asset purchase 307,122 Fair value adjustment to government grant liability assumed from Iron Drone asset purchase 48,795 Government grant proceeds received, adjusted to fair value 128,803 Net Loss on change in fair value of liability 488,157 Balance as of December 31, 2023 $ 2,749,704 |
Schedule of Disaggregated Revenues | The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue. Years Ended 2023 2022 Type of Revenue Product revenue $ 12,102,388 $ 872,660 Service and subscription revenue 2,126,560 319,140 Development revenue 1,462,482 934,017 Total revenue $ 15,691,430 $ 2,125,817 Years Ended 2023 2022 Timing of Revenue Revenue recognized point in time $ 14,071,906 $ 872,660 Revenue recognized over time 1,619,524 1,253,157 Total revenue $ 15,691,430 $ 2,125,817 Years Ended 2023 2022 Country of Revenue, based on location services were provided or product was shipped to: United States $ 5,717,832 $ 2,125,817 United Arab Emirates 8,521,393 - United Kingdom 995,357 - Israel 429,107 - India 27,741 - Total revenue $ 15,691,430 $ 2,125,817 |
Schedule of Contract Assets | Contract assets are included in Other current assets on the Consolidated Balance Sheet. Year Ended Balance at beginning of period $ - Contract assets recognized 928,995 Reclassification to Accounts receivable, net (109,888 ) Balance at end of period $ 819,107 Years Ended 2023 2022 Balance, beginning of year $ 61,508 $ 512,397 Additions 2,438,655 527,268 Transfer to revenue (2,223,219 ) (978,157 ) Balance, end of year $ 276,944 $ 61,508 |
Schedule of Other Leases Information | Lease Costs Years ended 2023 2022 Components of total lease costs: Operating lease expense $ 1,231,198 $ 1,151,453 Common area maintenance expense 277,865 103,691 Short-term lease costs (1) 813,797 48,870 Total lease costs $ 2,322,860 $ 1,304,014 (1) Represents short-term leases with an initial term of 12 months or less, which are immaterial. |
Schedule of Other Leases Information | ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows: December 31, 2023 2022 Assets: Operating lease assets $ 4,701,865 $ 2,930,996 Total lease assets $ 4,701,865 $ 2,930,996 Liabilities: Operating lease liabilities, current $ 685,099 $ 580,593 Operating lease liabilities, net of current 5,800,710 2,456,315 Total lease liabilities $ 6,485,809 $ 3,036,908 |
Schedule of Other Leases Information | Other Leases Information Years ended 2023 2022 Operating cash flows for operating leases $ 1,038,556 $ 878,627 Weighted average remaining lease term (in years)- operating lease 4.73 5.86 Weighted average discount rate – operating lease 9.99 % 5.78 % |
Schedule of Future Lease Payments | Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows: Years ending December 31, 2024 815,880 2025 1,802,201 2026 1,653,139 2027 1,568,688 2028 1,616,022 Thereafter 999,204 Total future minimum lease payments $ 8,455,134 Lease imputed interest (1,969,325 ) Total $ 6,485,809 |
Schedule of Diluted Net Loss Per Share | The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Years Ended 2023 2022 Warrants to purchase common stock 12,566,092 1,901,802 Options to purchase common stock 4,854,507 2,412,286 Potential shares issuable under 2022 Convertible Exchange Notes 62,084,776 24,177,835 Potential shares issuable under 2023 Additional Notes 29,125,732 - Restricted stock units 554,466 1,111,617 Total potentially dilutive securities 109,185,573 29,603,540 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: Years Ended 2023 2022 Prepaid insurance $ 1,035,071 $ 782,538 Advance to vendors 442,727 323,698 Deferred offering costs - 145,293 Contract asset 819,107 - VAT input credit 232,048 - Receivables from employees 40,117 - Other prepaid expenses and current assets 398,549 498,084 Total other current assets $ 2,967,619 $ 1,749,613 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: Years Ended 2023 2022 Vehicles $ 149,916 $ 149,916 Computer equipment 363,141 348,408 Furniture and fixtures 332,804 461,352 Leasehold improvements 2,534,014 2,093,812 Development equipment 294,288 342,142 Drones and base stations 3,928,958 - Machinery and Equipment 60,321 - Construction in progress 395,340 330,541 8,058,782 3,726,171 Less: accumulated depreciation (3,882,824 ) (702,886 ) Total property and equipment $ 4,175,958 $ 3,023,285 |
Goodwill and Business Acquisi_2
Goodwill and Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Business Acquisition [Abstract] | |
Schedule of Consideration | The following table summarizes the consideration paid for Airobotics and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date. Purchase price consideration Common Stock – 2,844,291 Shares $ 5,261,938 Vested Stock Options – 773,244 Shares 700,690 Warrants – 586,440 Warrants to purchase shares - Total purchase price consideration $ 5,962,628 Estimated fair value of assets acquired: Cash and cash equivalents and restricted cash $ 1,049,454 Accounts receivable 112,245 Inventory 1,494,707 Other current assets 835,664 Property and equipment 3,015,602 Right of use asset 339,104 Intangible assets 5,977,926 Other long-term assets 62,851 Total estimated fair value of assets acquired 12,887,553 Estimated fair value of liabilities assumed: Accounts payable 969,242 Customer Prepayments 1,602,535 Government grant liability 1,783,403 Other loans 1,140,301 Other payables 1,156,057 Lease liabilities 385,450 Loan from related party 2,032,875 Total estimated fair value of liabilities assumed 9,069,863 Net Assets Acquired $ 3,817,690 Goodwill $ 2,144,938 |
Schedule of Operating Results | The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2022 or what the Company’s operating results will be in future periods. (Unaudited) Years Ended 2023 2022 Revenue, net $ 15,723,466 $ 2,874,232 Net loss $ (45,195,015 ) $ (85,966,141 ) Net Loss Per Share – basic and diluted $ (0.86 ) $ (1.90 ) |
Schedule of Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows: Ondas Balance as of January 1, 2022 $ 45,026,583 Impairment loss (19,419,600 ) Balance as of December 31, 2022 25,606,983 Goodwill acquired 2,144,938 Balance as of December 31, 2023 $ 27,751,921 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Components of Intangible Assets | The components of intangible assets, all of which are finite lived, were as follows: December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Useful Patents $ 117,810 $ (43,153 ) $ 74,657 $ 82,431 $ (27,331 ) $ 55,100 10 Patents in process 142,239 - 142,239 119,760 - 119,760 N/A Licenses 241,909 (89,859 ) 152,050 241,909 (65,665 ) 176,244 10 Software 211,411 (167,412 ) 43,999 161,284 (84,682 ) 76,602 3 Trademarks 3,230,000 (776,235 ) 2,453,765 3,230,000 (453,242 ) 2,776,758 10 FAA waiver 5,930,000 (1,425,101 ) 4,504,899 5,930,000 (832,113 ) 5,097,887 10 Developed technology 27,977,331 (5,632,170 ) 22,345,161 23,270,614 (2,752,353 ) 20,518,261 3 - 10 Non-compete agreements 840,000 (840,000 ) - 840,000 (840,000 ) - 1 Marketing-related assets 890,000 (82,540 ) 807,460 - - - 10 Customer relationships 1,010,000 (205,048 ) 804,952 60,000 (16,839 ) 43,161 5 $ 40,590,700 $ (9,261,518 ) $ 31,329,182 $ 33,935,998 $ (5,072,225 ) $ 28,863,773 |
Schedule of Estimated Amortization Expense | Expected amortization expense for the next five years for the intangible costs currently being amortized is as follows: Year Ending December 31, Expected 2024 $ 4,206,541 2025 4,149,761 2026 4,066,033 2027 4,058,871 2028 3,787,781 Thereafter 11,060,195 Total $ 31,329,182 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: Years Ended 2023 2022 Accrued payroll and other benefits $ 2,423,709 $ 390,698 D&O insurance financing payable - 516,619 Accrued professional fees 315,863 792,367 Accrued purchase consideration - 145,833 Accrued interest 652,631 176,629 Other accrued expenses and payables 195,674 1,246,847 Total accrued expenses and other current liabilities $ 3,587,877 $ 3,268,993 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Assumptions Used in the Black-Scholes Model | The assumptions used in the Black-Scholes Model are set forth in the table below. December 31, Stock price $ 1.14-2.00 Risk-free interest rate 4.09-4.70% Volatility 50.64-55.34% Expected life in years 0.12-5.00 Dividend yield 0.00% 2023 2022 Stock price $ 1.24 – $2.06 $ 3.81 – $6.55 Risk-free interest rate 3.61 – 4.82% 1.82 – 3.95% Volatility 49.83 – 58.92% 46.42 – 48.96% Expected life in years 0.12 – 6.25 5.80 – 6.30 Dividend yield 0.00% 0.00% |
Schedule of Warrants Activity | A summary of our Warrants activity and related information follows: Number of Shares Under Warrant Weighted Average Exercise Price Weighted Balance as of January 1, 2022 3,305,854 $ 8.53 5.20 Expired (1,404,052 ) $ 9.75 Balance as of December 31, 2022 1,901,802 $ 7.63 7.47 Granted 10,786,440 $ 1.38 Expired (122,150 ) $ 12.35 Balance as of December 31, 2023 12,566,092 $ 2.22 4.71 |
Schedule of Stock Option Activity | A summary of our Option activity and related information follows: Number of Shares Under Option Weighted Average Exercise Price Weighted Balance as of January 1, 2022 687,448 $ 6.79 8.20 Granted 2,094,000 $ 5.17 Exercised (31,057 ) $ 2.09 Forfeited (168,105 ) $ 2.77 Canceled (170,000 ) $ 6.43 Balance as of December 31, 2022 2,412,286 $ 5.77 7.58 Granted 3,451,321 $ 3.63 Exercised (89,042 ) $ 0.49 Forfeited (673,292 ) $ 3.90 Canceled (246,766 ) $ 6.03 Balance as of December 31, 2023 4,854,507 $ 4.59 7.34 Vested and Exercisable as of December 31, 2023 2,118,648 $ 6.62 5.19 |
Schedule of Stock-Based Compensation Expense for Stock Options | Total stock-based compensation expense for stock options for the years ended December 31, 2023 and 2022 is as follows: Years Ended 2023 2022 General and administrative $ 343,371 $ 536,269 Sales and marketing 523,798 509,789 Research and development 223,513 720,554 Cost of goods sold 50,341 - Total stock-based expense related to options $ 1,141,023 $ 1,766,612 Years Ended 2023 2022 General and administrative $ (152,814 ) $ 3,259,648 Sales and marketing 90,899 24,632 Research and development (31,710 ) 806,543 Total stock-based expense related to RSUs $ (93,625 ) $ 4,090,823 |
Schedule of Restricted Stock Unit Activity | A summary of our RSUs activity and related information follows: RSUs Weighted Average Grant Date Fair Value Weighted Unvested balance at January 1, 2022 1,431,922 $ 12.12 2.5 Granted 190,860 $ 2.52 Vested (512,755 ) $ 8.06 Canceled - $ - Unvested balance at December 31, 2022 1,110,027 $ 6.89 1.52 Granted 722,682 $ 0.66 Vested (823,143 ) $ 5.00 Canceled (455,100 ) 7.41 Unvested balance at December 31, 2023 554,466 $ 1.14 0.66 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
Schedule of Segment Information | The following table presents segment information for years ended December 31, 2023 and 2022: Year Ended Year Ended December 31, 2023 December 31, 2022 Ondas Ondas Total Ondas Ondas Total Revenue, net $ 6,722,230 $ 8,969,200 $ 15,691,430 $ 1,931,677 $ 194,140 $ 2,125,817 Depreciation and amortization 142,866 4,849,059 4,991,925 142,635 3,876,913 4,019,548 Interest income 119,200 4,674 123,874 12,771 12,771 25,542 Interest expense 2,106,416 2,048,343 4,154,759 1,888,349 1,873,349 3,761,698 Stock based compensation 1,111,256 (63,858 ) 1,047,398 1,188,217 4,669,218 5,857,435 Goodwill impairment - - - - 19,419,600 19,419,600 Benefit from income taxes - - - - - - Net loss (17,285,494 ) (27,559,378 ) (44,844,872 ) (14,361,407 ) (58,880,398 ) (73,241,805 ) Goodwill - 27,751,921 27,751,921 - 25,606,983 25,606,983 Capital expenditure 79,208 131,827 211,035 97,853 2,783,047 2,880,900 Total assets 19,272,162 72,892,520 92,164,682 34,227,117 63,718,128 97,945,245 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Taxes | The provision (benefit) from income taxes was as follows: December 31, 2023 2022 Current U.S. Federal $ - $ - State and local - - $ - $ - Deferred U.S. Federal $ - $ - State and local - - $ - $ - Total U.S. Federal $ - $ - State and local - - $ - $ - |
Schedule of Deferred Tax | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: December 31, 2023 2022 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 62,608,641 $ 27,478,875 Accrued liabilities 336,802 96,363 Stock based compensation 223,047 949,089 Depreciation 183,361 91,639 Inventory reserve 29,962 27,321 Investment impairment 448,289 - Operating lease liabilities 1,910,688 827,607 R&D capitalization 8,793,631 5,683,784 R&D credit 751,488 751,488 Other 1,446,535 - Total deferred tax assets 76,732,444 35,906,166 Deferred Tax Liabilities: Amortization - (3,078 ) Intangibles (6,450,630 ) (5,885,385 ) Deferred rent (1,379,646 ) (798,745 ) Total deferred tax liabilities (7,830,276 ) (6,687,208 ) Total net deferred tax assets 68,902,168 29,218,958 Valuation allowance for deferred tax assets (68,902,168 ) (29,218,958 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of Company’s Allowance | The change in the Company’s valuation allowance is as follows: Years Ended 2023 2022 Beginning of the year $ 29,218,958 $ 14,528,920 Change in valuation account 39,683,210 14,690,038 End of the year $ 68,902,168 $ 29,218,958 |
Schedule of Reconciliation of the Provision for Income Taxes | A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows: Years Ended 2023 2022 U.S. federal statutory rate (21.0 )% (21.0 )% Federal true ups 0.88 % 0.40 % State taxes, net of federal benefit (4.86 )% (7.61 )% Change in valuation allowance 24.24 % 20.06 % Goodwill Impairment - % 5.57 % Stock compensation 0 .94 % 2.02 % Foreign rate differential (0.35 )% - % Nondeductible expenses 0.06 % 0.56 % Effective income tax rate - % - % |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) | 12 Months Ended | ||||
Feb. 29, 2024 | Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 16, 2022 | |
Description of Business and Basis of Presentation [Line Items] | |||||
Accumulated deficit | $ 198,360,000 | ||||
Net of debt discount and issuance costs long term borrowings | 5,368,000 | ||||
Net of debt discount and issuance costs short term borrowings | 392,000 | ||||
Net debt discount | 26,213,000 | ||||
Net of debt discount and issuance costs | 1,968,000 | ||||
Cash and restricted cash | 15,022,000 | ||||
Working capital | 12,334,000 | ||||
Cash proceeds for convertible debt | $ 27,702,000 | ||||
Offering amount | $ 6,090,000 | ||||
Redeemable preferred stock | 14,692,000 | ||||
Net proceeds | $ 9,310,000 | ||||
Corporate alternative minimum tax | 15% | ||||
Excise tax percentage | 1% | ||||
Forecast [Member] | |||||
Description of Business and Basis of Presentation [Line Items] | |||||
Redeemable preference shares | $ 4,500,000 | ||||
issued common stock warrants | $ 4,100,000 |
Summary of Significant Accoun_3
Summary of Significant Account Policies (Details) | 11 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 30, 2025 USD ($) | Feb. 01, 2024 USD ($) | Jan. 31, 2024 USD ($) | Jan. 15, 2024 USD ($) | Nov. 06, 2023 USD ($) | Aug. 07, 2023 USD ($) | Jul. 09, 2023 | Apr. 01, 2023 USD ($) | Jan. 23, 2023 USD ($) | Oct. 08, 2021 USD ($) | Aug. 05, 2021 USD ($) | Jan. 22, 2021 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Aug. 19, 2021 m² | |
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Impairment of goodwill | $ 19,419,600 | |||||||||||||||
Federally insured limits | $ 13,972,000 | 13,972,000 | ||||||||||||||
Reserves | 100,254 | 100,254 | ||||||||||||||
Impairment of long lived assets | $ 2,523,528 | 12,343 | ||||||||||||||
Royalty payments percentage | 3% | |||||||||||||||
Proceed received from deferred Offering Costs | $ 0 | 35,841 | ||||||||||||||
Remaining deferred offering costs | 145,293 | 145,293 | ||||||||||||||
Expensed offering costs | 45,823 | |||||||||||||||
Deferred offering costs outstanding | $ 0 | $ 0 | $ 145,293 | |||||||||||||
Preferred stock rate | 8% | |||||||||||||||
Accruing dividends percentage | 8% | |||||||||||||||
Initial investment period | 5 years | |||||||||||||||
Recognized uncertain income tax percentage | 50% | |||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Advertising and promotional expenses | $ 182,070 | $ 80,934 | ||||||||||||||
Recognized expense | 328,357 | $ 351,837 | ||||||||||||||
Contract liability | $ 61,508 | |||||||||||||||
Base rate per month | $ 68,959 | $ 77,533 | $ 65,676 | $ 20,500 | $ 39,375 | $ 15,469 | $ 45,000 | |||||||||
Security deposit amount | $ 269,428 | $ 104,040 | $ 24,166 | $ 90,000 | ||||||||||||
Annually base rate percentage | 3.50% | 3% | 3% | 3% | 3% | 10.50% | ||||||||||
Space to approximately square feet (in Square Meters) | m² | 10,450 | |||||||||||||||
Impairment charge | $ 1,383,536 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Effective interest rate | 17% | 17% | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Effective interest rate | 19% | 19% | ||||||||||||||
Software [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Intangible assets with a finite life | 3 years | 3 years | ||||||||||||||
Patents [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Intangible assets with a finite life | 10 years | 10 years | ||||||||||||||
Developed Technology [Member] | Minimum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Intangible assets with a finite life | 3 years | 3 years | ||||||||||||||
Developed Technology [Member] | Maximum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Intangible assets with a finite life | 10 years | 10 years | ||||||||||||||
licenses [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Intangible assets with a finite life | 10 years | 10 years | ||||||||||||||
Customer Relationships [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Intangible assets with a finite life | 5 years | 5 years | ||||||||||||||
Non-Compete Agreements [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Intangible assets with a finite life | 1 year | 1 year | ||||||||||||||
Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Consideration risk percentage | 10% | |||||||||||||||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Consideration risk percentage | 42% | 89% | ||||||||||||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Consideration risk percentage | 61% | 67% | ||||||||||||||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Consideration risk percentage | 33% | |||||||||||||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Consideration risk percentage | 22% | 33% | ||||||||||||||
Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Consideration risk percentage | 22% | |||||||||||||||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Consideration risk percentage | 12% | |||||||||||||||
Other Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Consideration risk percentage | 10% | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Preferred stock rate | 8% | |||||||||||||||
Government Grants [Member] | Minimum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Effective interest rate | 17% | 17% | ||||||||||||||
Government Grants [Member] | Maximum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Effective interest rate | 19% | 19% | ||||||||||||||
Postemployment Retirement Benefits [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Recognized expense | $ 624,758 | |||||||||||||||
Forecast [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Base rate per month | $ 41,250 | $ 14,586 | $ 8,802 | $ 22,920 | ||||||||||||
FDIC [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Insured limit amount | $ 13,972,000 | $ 13,972,000 | ||||||||||||||
Computer Equipment [Member] | Minimum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Estimated useful lives | 3 years | 3 years | ||||||||||||||
Computer Equipment [Member] | Maximum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Estimated useful lives | 7 years | 7 years | ||||||||||||||
Vehicles and Docking Stations [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Estimated useful lives | 5 years | 5 years | ||||||||||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Estimated useful lives | 7 years | 7 years | ||||||||||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Estimated useful lives | 17 years | 17 years | ||||||||||||||
Development Equipment [Member] | Minimum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Estimated useful lives | 5 years | 5 years | ||||||||||||||
Development Equipment [Member] | Maximum [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Estimated useful lives | 7 years | 7 years | ||||||||||||||
Machinery and Equipment [Member] | ||||||||||||||||
Summary of Significant Account Policies [Line Items] | ||||||||||||||||
Estimated useful lives | 3 years | 3 years |
Summary of Significant Accoun_4
Summary of Significant Account Policies (Details) - Schedule of Inventory - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventory [Abstract] | ||
Raw Material | $ 1,499,727 | $ 2,041,776 |
Work in Process | 782,770 | 89,080 |
Finished Goods | 4,403 | 142,415 |
Less Inventory Reserves | (100,254) | (100,254) |
Total Inventory, Net | $ 2,186,646 | $ 2,173,017 |
Summary of Significant Accoun_5
Summary of Significant Account Policies (Details) - Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs - Government Grant Liability [Member] | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 24, 2023 | $ 1,783,403 |
Repayment on liability | (6,576) |
Government grant liability assumed from Iron Drone asset purchase | 307,122 |
Fair value adjustment to government grant liability assumed from Iron Drone asset purchase | 48,795 |
Government grant proceeds received, adjusted to fair value | 128,803 |
Net Loss on change in fair value of liability | 488,157 |
Balance as of December 31, 2023 | $ 2,749,704 |
Summary of Significant Accoun_6
Summary of Significant Account Policies (Details) - Schedule of Disaggregated Revenues - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | $ 15,691,430 | $ 2,125,817 |
Revenue recognized point in time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 14,071,906 | 872,660 |
Revenue recognized over time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 1,619,524 | 1,253,157 |
Product revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 12,102,388 | 872,660 |
Service and subscription revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 2,126,560 | 319,140 |
Development revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 1,462,482 | 934,017 |
United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 5,717,832 | 2,125,817 |
United Arab Emirates [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 8,521,393 | |
United Kingdom [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 995,357 | |
Israel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | 429,107 | |
India [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregate revenue | $ 27,741 |
Summary of Significant Accoun_7
Summary of Significant Account Policies (Details) - Schedule of Contract Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Contract Assets Abstract | ||
Balance at beginning of period | ||
Balance at end of period | 819,107 | |
Balance, beginning of year | 61,508 | 512,397 |
Balance, end of year | 276,944 | 61,508 |
Contract assets recognized | 928,995 | |
Reclassification to Accounts receivable, net | (109,888) | |
Additions | 2,438,655 | 527,268 |
Transfer to revenue | $ (2,223,219) | $ (978,157) |
Summary of Significant Accoun_8
Summary of Significant Account Policies (Details) - Schedule of Lease Costs - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Components of total lease costs: | |||
Operating lease expense | $ 1,231,198 | $ 1,151,453 | |
Common area maintenance expense | 277,865 | 103,691 | |
Short-term lease costs | [1] | 813,797 | 48,870 |
Total lease costs | $ 2,322,860 | $ 1,304,014 | |
[1] Represents short-term leases with an initial term of 12 months or less, which are immaterial. |
Summary of Significant Accoun_9
Summary of Significant Account Policies (Details) - Schedule of ROU Lease Assets and Lease Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating lease assets | $ 4,701,865 | $ 2,930,996 |
Total lease assets | 4,701,865 | 2,930,996 |
Liabilities: | ||
Operating lease liabilities, current | 685,099 | 580,593 |
Operating lease liabilities, net of current | 5,800,710 | 2,456,315 |
Total lease liabilities | $ 6,485,809 | $ 3,036,908 |
Summary of Significant Accou_10
Summary of Significant Account Policies (Details) - Schedule of Other Leases Information - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Other Leases Information [Abstract] | ||
Operating cash flows for operating leases | $ 1,038,556 | $ 878,627 |
Weighted average remaining lease term (in years)- operating lease | 4 years 8 months 23 days | 5 years 10 months 9 days |
Weighted average discount rate – operating lease | 9.99% | 5.78% |
Summary of Significant Accou_11
Summary of Significant Account Policies (Details) - Schedule of Future Lease Payments | Dec. 31, 2023 USD ($) |
Schedule of Future Lease Payments [Abstract] | |
2024 | $ 815,880 |
2025 | 1,802,201 |
2026 | 1,653,139 |
2027 | 1,568,688 |
2028 | 1,616,022 |
Thereafter | 999,204 |
Total future minimum lease payments | 8,455,134 |
Lease imputed interest | (1,969,325) |
Total | $ 6,485,809 |
Summary of Significant Accou_12
Summary of Significant Account Policies (Details) - Schedule of Diluted Net Loss Per Share - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Diluted Net Loss Per Share [Abstract] | ||
Total potentially dilutive securities | 109,185,573 | 29,603,540 |
Warrants to purchase common stock [Member] | ||
Schedule of Diluted Net Loss Per Share [Abstract] | ||
Total potentially dilutive securities | 12,566,092 | 1,901,802 |
Options to purchase common stock [Member] | ||
Schedule of Diluted Net Loss Per Share [Abstract] | ||
Total potentially dilutive securities | 4,854,507 | 2,412,286 |
Potential shares issuable under 2022 Convertible Exchange Notes [Member] | ||
Schedule of Diluted Net Loss Per Share [Abstract] | ||
Total potentially dilutive securities | 62,084,776 | 24,177,835 |
Potential shares issuable under 2023 Additional Notes [Member] | ||
Schedule of Diluted Net Loss Per Share [Abstract] | ||
Total potentially dilutive securities | 29,125,732 | |
Restricted stock units [Member] | ||
Schedule of Diluted Net Loss Per Share [Abstract] | ||
Total potentially dilutive securities | 554,466 | 1,111,617 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] | ||
Prepaid insurance | $ 1,035,071 | $ 782,538 |
Advance to vendors | 442,727 | 323,698 |
Deferred offering costs | 145,293 | |
Contract asset | 819,107 | |
VAT input credit | 232,048 | |
Receivables from employees | 40,117 | |
Other prepaid expenses and current assets | 398,549 | 498,084 |
Total other current assets | $ 2,967,619 | $ 1,749,613 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Line Items] | ||
Depreciation expense | $ 844,833 | $ 449,458 |
Disposal of computer equipment | 52,595 | 382,060 |
Net property and equipment | 4,175,958 | $ 3,023,285 |
Impairment charge | 1,127,769 | |
Israel [Member] | ||
Property and Equipment [Line Items] | ||
Net property and equipment | 1,939,716 | |
United Arab Emirates [Member] | ||
Property and Equipment [Line Items] | ||
Net property and equipment | $ 298,363 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 8,058,782 | $ 3,726,171 |
Less: accumulated depreciation | (3,882,824) | (702,886) |
Total property and equipment | 4,175,958 | 3,023,285 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 149,916 | 149,916 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 363,141 | 348,408 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 332,804 | 461,352 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 2,534,014 | 2,093,812 |
Development equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 294,288 | 342,142 |
Drones and base stations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 3,928,958 | |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 60,321 | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 395,340 | $ 330,541 |
Goodwill and Business Acquisi_3
Goodwill and Business Acquisition (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 ₪ / shares | Oct. 05, 2021 $ / shares | |
Goodwill and Business Acquisition [Abstract] | ||||
Par value shares (in New Shekels per share) | (per share) | ₪ 0.01 | $ 0.00001 | ||
Exchange ratio | 0.16806 | |||
Ordinary shares received amount | $ 2,800,000 | |||
Equity underlying shares amount | 1,700,000 | |||
Fair value of property | 68,483 | |||
Valuation of the customer relationships | $ 80,000 | |||
Impairment amount | $ 19,419,600 |
Goodwill and Business Acquisi_4
Goodwill and Business Acquisition (Details) - Schedule of Consideration - Business Combination [Member] | Dec. 31, 2023 USD ($) |
Purchase price consideration | |
Common Stock – 2,844,291 Shares | $ 5,261,938 |
Vested Stock Options – 773,244 Shares | 700,690 |
Warrants – 586,440 Warrants to purchase shares | |
Total purchase price consideration | 5,962,628 |
Estimated fair value of assets acquired: | |
Cash and cash equivalents and restricted cash | 1,049,454 |
Accounts receivable | 112,245 |
Inventory | 1,494,707 |
Other current assets | 835,664 |
Property and equipment | 3,015,602 |
Right of use asset | 339,104 |
Intangible assets | 5,977,926 |
Other long-term assets | 62,851 |
Total estimated fair value of assets acquired | 12,887,553 |
Estimated fair value of liabilities assumed: | |
Accounts payable | 969,242 |
Customer Prepayments | 1,602,535 |
Government grant liability | 1,783,403 |
Other loans | 1,140,301 |
Other payables | 1,156,057 |
Lease liabilities | 385,450 |
Loan from related party | 2,032,875 |
Total estimated fair value of liabilities assumed | 9,069,863 |
Net Assets Acquired | 3,817,690 |
Goodwill | $ 2,144,938 |
Goodwill and Business Acquisi_5
Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) - Business Combination [Member] | Dec. 31, 2023 shares |
Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) [Line Items] | |
Common stock shares | 2,844,291 |
Vested stock options shares | 773,244 |
Warrants purchase shares | 586,440 |
Goodwill and Business Acquisi_6
Goodwill and Business Acquisition (Details) - Schedule of Operating Results - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Operating Results [Abstract] | ||
Revenue, net | $ 15,723,466 | $ 2,874,232 |
Net loss | $ (45,195,015) | $ (85,966,141) |
Net Loss Per Share – basic (in Dollars per share) | $ (0.86) | $ (1.9) |
Goodwill and Business Acquisi_7
Goodwill and Business Acquisition (Details) - Schedule of Operating Results (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Operating Results [Abstract] | ||
Net Loss Per Share – diluted | $ (0.86) | $ (1.90) |
Goodwill and Business Acquisi_8
Goodwill and Business Acquisition (Details) - Schedule of Carrying Amount of Goodwill - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Carrying Amount of Goodwill [Abstract] | ||
Balance at Beginning | $ 25,606,983 | $ 45,026,583 |
Impairment loss | (19,419,600) | |
Goodwill acquired | 2,144,938 | |
Balance at Ending | $ 27,751,921 | $ 25,606,983 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2022 | Mar. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 05, 2022 | |
Intangible Assets [Line Items] | |||||
Amortization expense | $ 4,147,092 | $ 3,570,090 | |||
Recognized losses | 12,223 | 12,343 | |||
Cash | $ 900,000 | ||||
Common stock shares (in Shares) | 780,000 | ||||
Transaction amount | $ 6,843,600 | ||||
Purchase consideration | $ 250,000 | ||||
Cash payable in monthly instalments | 75,520 | ||||
Research and development amounts | 18,506 | ||||
Intangibles for developed technology | $ 307,014 | ||||
Accrued expenses and other current liabilities | $ 3,587,877 | 3,268,993 | |||
Asset purchase agreement, description | The consideration for the Iron Drone Transaction was (i) $135,000 in cash, (ii) 46,129 shares of the Company’s Common Stock, (iii) warrants exercisable for 26,553 shares of the Company’s Common Stock with an exercise price of $11.95, which shall be exercisable if, during the 48 month period following the closing, the average price per share of the Company’s Common Stock exceeds $52.38 for a period of at least 90 consecutive trading days, (iv) a right to acquire 35,377 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of the Company’s Common Stock exceeds $18.25 for a period of at least 90 consecutive trading days, and (v) a right to acquire 70,753 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of Company’s Common Stock exceeds $20.27 for a period of at least 90 consecutive trading days. On March 6, 2023, the Company completed the Iron Drone Transaction. The Company acquired intangibles for developed technology for $576,717. | ||||
Common Stock [Member] | |||||
Intangible Assets [Line Items] | |||||
Share issued (in Shares) | 16,000 | ||||
North Dakota Limited [Member] | |||||
Intangible Assets [Line Items] | |||||
Cash paid | 104,167 | ||||
Accrued expenses and other current liabilities | $ 145,333 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Components of Intangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 40,590,700 | $ 33,935,998 |
Accumulated Amortization | (9,261,518) | (5,072,225) |
Net Carrying Amount | 31,329,182 | 28,863,773 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 117,810 | 82,431 |
Accumulated Amortization | (43,153) | (27,331) |
Net Carrying Amount | $ 74,657 | 55,100 |
Useful Life | 10 years | |
Patents in Process [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 142,239 | 119,760 |
Accumulated Amortization | ||
Net Carrying Amount | $ 142,239 | 119,760 |
Useful Life | ||
Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 241,909 | 241,909 |
Accumulated Amortization | (89,859) | (65,665) |
Net Carrying Amount | $ 152,050 | 176,244 |
Useful Life | 10 years | |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 211,411 | 161,284 |
Accumulated Amortization | (167,412) | (84,682) |
Net Carrying Amount | $ 43,999 | 76,602 |
Useful Life | 3 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,230,000 | 3,230,000 |
Accumulated Amortization | (776,235) | (453,242) |
Net Carrying Amount | $ 2,453,765 | 2,776,758 |
Useful Life | 10 years | |
FAA waiver [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,930,000 | 5,930,000 |
Accumulated Amortization | (1,425,101) | (832,113) |
Net Carrying Amount | $ 4,504,899 | 5,097,887 |
Useful Life | 10 years | |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 27,977,331 | 23,270,614 |
Accumulated Amortization | (5,632,170) | (2,752,353) |
Net Carrying Amount | $ 22,345,161 | 20,518,261 |
Developed technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | |
Developed technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 840,000 | 840,000 |
Accumulated Amortization | (840,000) | (840,000) |
Net Carrying Amount | ||
Useful Life | 1 year | |
Marketing-related assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 890,000 | |
Accumulated Amortization | (82,540) | |
Net Carrying Amount | $ 807,460 | |
Useful Life | 10 years | |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,010,000 | 60,000 |
Accumulated Amortization | (205,048) | (16,839) |
Net Carrying Amount | $ 804,952 | $ 43,161 |
Useful Life | 5 years |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Estimated Amortization Expense - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Estimated Amortization Expense [Abstract] | ||
2024 | $ 4,206,541 | |
2025 | 4,149,761 | |
2026 | 4,066,033 | |
2027 | 4,058,871 | |
2028 | 3,787,781 | |
Thereafter | 11,060,195 | |
Total | $ 31,329,182 | $ 28,863,773 |
Long-Term Equity Investment (De
Long-Term Equity Investment (Details) | 12 Months Ended | ||||
Oct. 05, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 ₪ / shares | Dec. 31, 2022 USD ($) | Jul. 15, 2022 USD ($) $ / shares shares | |
Long-Term Equity Investment [Line Items] | |||||
Purchase shares (in Shares) | shares | 3,141,098 | ||||
Par value (in Dollars per share) | (per share) | $ 0.00001 | ₪ 0.01 | |||
Aggregate amount | $ 500,000 | ||||
Subscription per share (in Dollars per share) | $ / shares | $ 0.15918 | ||||
Ownership percentage | 11% | ||||
Subscribed preferred stock (in Shares) | shares | 3,357,958 | ||||
Aggregate price | $ 1,000,000 | ||||
Subscription price per share (in Dollars per share) | $ / shares | $ 0.2978 | ||||
Investment shares (in Shares) | shares | 6,499,056 | ||||
Impairment charge | $ 1,500,000 | ||||
Long-term equity investment | $ 0 | $ 1,500,000 | |||
Ondas Holdings Investment [Member] | |||||
Long-Term Equity Investment [Line Items] | |||||
Ownership percentage | 19% | ||||
Ondas Holdings Investment [Member] | Private Placement [Member] | |||||
Long-Term Equity Investment [Line Items] | |||||
Ownership percentage | 8% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued payroll and other benefits | $ 2,423,709 | $ 390,698 |
D&O insurance financing payable | 516,619 | |
Accrued professional fees | 315,863 | 792,367 |
Accrued purchase consideration | 145,833 | |
Accrued interest | 652,631 | 176,629 |
Other accrued expenses and payables | 195,674 | 1,246,847 |
Total accrued expenses and other current liabilities | $ 3,587,877 | $ 3,268,993 |
Long-Term Notes Payable (Detail
Long-Term Notes Payable (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 24, 2023 USD ($) | Oct. 28, 2022 USD ($) | Mar. 22, 2022 | Jul. 21, 2023 USD ($) | Sep. 30, 2023 | Dec. 31, 2023 USD ($) $ / shares $ / item shares | Dec. 31, 2022 USD ($) shares | Apr. 30, 2022 $ / shares | |
Long-Term Notes Payable [Line Items] | ||||||||
Bearing interest rate | 3% | |||||||
Valuation of fully diluted basis | $ 50,000,000 | |||||||
Convertible promissory note | $ 300,000 | |||||||
Interest expense | 15,000 | |||||||
Amortization expense related to debt discount | $ 1,069,388 | 2,358,871 | ||||||
Debt issuance costs | $ 1,186,972 | |||||||
Senior convertible percentage | 3% | |||||||
Weighted average price | 125% | |||||||
Aggregate principal amount | $ 46,000,000 | |||||||
Share price per share (in Dollars per share) | $ / shares | $ 1.5 | $ 7.13 | ||||||
Converting to common Stock | $ 500,000 | |||||||
Common shares issued (in Shares) | shares | 14,028,022 | 415,161 | ||||||
Discount percentage | 92% | |||||||
Floor price (in Dollars per share) | $ / shares | $ 0.32 | |||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 1.5 | |||||||
Purchase percentage | 3% | |||||||
Gross proceed percentage | 13% | 3% | ||||||
Gross proceeds | $ 10,000,000 | |||||||
Floor price (in Dollars per Item) | $ / item | 0.4 | |||||||
Lowest rate | 92% | |||||||
Debt discount | $ 9,310,000 | |||||||
Accrued expenses | 652,631 | $ 176,629 | ||||||
Recognized interest expense | 1,027,480 | |||||||
Interest Expense, Debt, Excluding Amortization | 2,070,390 | |||||||
Recognized interest expense | 176,629 | |||||||
Issuance cost | $ 789,390 | |||||||
Grants interest rate | 100% | |||||||
Common Stock [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Bearing interest rate | 20% | |||||||
Accrued Interest [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Accrued interest | $ 26,844 | $ 40,965 | ||||||
2022 Convertible Exchange Notes [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Maturity date | November 1, 2022 through the maturity date of April 28, 2025 | |||||||
Minimum installment amount | $ 1,437,500 | |||||||
Price per share (in Dollars per share) | $ / shares | $ 1.5 | |||||||
2022 Convertible Exchange Notes [Member] | Common Stock [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Price per share (in Dollars per share) | $ / shares | $ 1.45 | |||||||
Convertible Exchange Notes [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Unamortized debt discount | $ 28,504,661 | |||||||
Additional Notes [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Unamortized debt discount | 1,570,739 | |||||||
Debt discount | 2,360,129 | |||||||
Convertible Notes Payable [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Bearing interest rate | 3% | |||||||
Convertible promissory note | $ 300,000 | |||||||
Description of payment of quarterly gross revenue | The maturity date of the 2017 Convertible Promissory Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid. | |||||||
Interest expense | $ 27,703,000 | |||||||
Principal amount | $ 34,500,000 | |||||||
Amortization expense related to debt discount | 4,500,000 | |||||||
Debt issuance costs | $ 2,300,000 | |||||||
Minimum installment amount | $ 500,000 | |||||||
Convertible Debt [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Principal amount | $ 11,500,000 | 1,437,500 | ||||||
Convertible Promissory Notes [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Amortization expense related to debt discount | 30,048,135 | |||||||
Debt issuance costs | 3,251,865 | |||||||
Government Grant Liability [Member] | ||||||||
Long-Term Notes Payable [Line Items] | ||||||||
Interest expense | 427,208 | |||||||
Aggregate amount | $ 3,100,000 | |||||||
Future sales percentage | 3% | |||||||
Paid royalties | $ 460,000 | |||||||
LIBOR interest | $ 2,749,704 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Feb. 02, 2024 | Aug. 11, 2023 | Jul. 24, 2023 | Feb. 09, 2023 | Jan. 23, 2023 | Apr. 30, 2022 | Mar. 22, 2022 | Jan. 29, 2021 | Sep. 29, 2023 | Jul. 23, 2023 | Mar. 16, 2023 | Oct. 26, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 26, 2024 | Oct. 31, 2023 | Jul. 11, 2023 | Jul. 06, 2023 | Jun. 09, 2023 | Dec. 19, 2022 | May 09, 2022 | Dec. 31, 2018 | |
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock, authorized | 300,000,000 | 116,666,667 | ||||||||||||||||||||
Common stock, shares issued | 61,940,878 | 44,108,661 | ||||||||||||||||||||
Common stock, shares outstanding | 61,940,878 | 44,108,661 | ||||||||||||||||||||
Preferred stock shares | 10,000,000 | 10,000,000 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.00001 | |||||||||||||||||||
Preferred stock, authorized | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Certificate of designation series A preferred stock | 5,000,000 | |||||||||||||||||||||
Certificate of non designation series A preferred stock | 5,000,000 | |||||||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||||
Registration statement amount (in Dollars) | $ 150,000,000 | |||||||||||||||||||||
Sales amount (in Dollars) | $ 50,000,000 | |||||||||||||||||||||
Percentage of gross proceeds | 13% | 3% | ||||||||||||||||||||
ATM shares | 864,674 | |||||||||||||||||||||
Average price per share (in Dollars per share) | $ 7.13 | $ 1.5 | ||||||||||||||||||||
Net proceeds (in Dollars) | $ 6,100,000 | |||||||||||||||||||||
Compensation paid (in Dollars) | $ 227,118 | |||||||||||||||||||||
Offering costs (in Dollars) | $ 0 | $ 145,293 | ||||||||||||||||||||
Share of common stock | 14,028,022 | 415,161 | ||||||||||||||||||||
Conversion of Stock, Amount Issued (in Dollars) | $ 268,987 | $ 93,147 | ||||||||||||||||||||
Interest Expense, Debt (in Dollars) | $ 9,580,300 | $ 1,106,853 | ||||||||||||||||||||
Warrants outstanding to purchase an aggregate | 2,374,208 | 586,440 | 7,825,792 | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.89 | |||||||||||||||||||||
Common stock | 773,244 | |||||||||||||||||||||
Common stock vested | 291,702 | |||||||||||||||||||||
Fair value ranging (in Dollars) | $ 3.94 | |||||||||||||||||||||
Aggregate stock option | 317,625 | 244,500 | 1,793,000 | |||||||||||||||||||
Stock option vested | 6,250 | |||||||||||||||||||||
Vested shares | 25,000 | |||||||||||||||||||||
Compensation expense related to non-vested options (in Dollars) | $ 1,833,389 | |||||||||||||||||||||
Weighted-average period | 2 years 9 months 3 days | |||||||||||||||||||||
RSUs grant shares | 3,000 | 473,682 | 180,000 | 162,160 | 13,900 | |||||||||||||||||
Restricted stock description | The RSUs vest as follows: 20% on September 13, 2023, 40% on January 10, 2024, and 40% on February 21, 2024 and are contingent on continuing employment. | |||||||||||||||||||||
Stock-based compensation expense (in Dollars) | $ 1,184,000 | |||||||||||||||||||||
Equity Incentive Plan [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock reserved for issuance | 3,333,334 | |||||||||||||||||||||
Issued share | 3,780,741 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock, authorized | 300,000,000 | 116,666,667 | ||||||||||||||||||||
Common stock, shares issued | 61,940,878 | 44,108,661 | ||||||||||||||||||||
Common stock, shares outstanding | 44,108,661 | 44,108,661 | ||||||||||||||||||||
Common stock purchase | 1,064,946 | |||||||||||||||||||||
Aggregate stock option | 89,042 | 31,057 | ||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Aggregate offering price (in Dollars) | $ 50,000,000 | |||||||||||||||||||||
Range percentage | 100% | |||||||||||||||||||||
Exercise price ranging (in Dollars per share) | $ 224.92 | |||||||||||||||||||||
(in Dollars per share) | 1.48 | |||||||||||||||||||||
Maximum [Member] | Equity Incentive Plan [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock, authorized | 8,000,000 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Aggregate offering price (in Dollars) | $ 40,000,000 | |||||||||||||||||||||
Range percentage | 0% | |||||||||||||||||||||
Exercise price ranging (in Dollars per share) | 0.49 | |||||||||||||||||||||
(in Dollars per share) | 0 | |||||||||||||||||||||
Minimum [Member] | Equity Incentive Plan [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock, authorized | 6,000,000 | |||||||||||||||||||||
Equity Incentive Plan [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Issued share | 1,052,373 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | 9.95 | |||||||||||||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | 12.35 | |||||||||||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 9.26 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, authorized | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Registration statement amount (in Dollars) | $ 175,000,000 | |||||||||||||||||||||
Common stock reserved for issuance | 3,616,071 | |||||||||||||||||||||
Additional amount | 25,000,000 | |||||||||||||||||||||
Average price per share (in Dollars per share) | $ 1.29 | |||||||||||||||||||||
Forecast [Member] | Equity Incentive Plan [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock reserved for issuance | 150,000,000 | |||||||||||||||||||||
Stock Option [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Aggregate stock option | 31,250 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Common stock vested | 823,143 | 512,755 | ||||||||||||||||||||
RSUs grant shares | 69,000 | |||||||||||||||||||||
ATM Agreement [Member] | ||||||||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||||||||
Offering costs (in Dollars) | $ 145,293 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Assumptions Used in the Black-Scholes Model - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of assumptions used in the black-scholes model [Abstract] | ||
Dividend yield | 0% | |
Stock Option [Member] | ||
Schedule of assumptions used in the black-scholes model [Abstract] | ||
Dividend yield | 0% | |
Stock Option [Member] | Minimum [Member] | ||
Schedule of assumptions used in the black-scholes model [Abstract] | ||
Stock price (in Dollars per share) | $ 1.24 | $ 3.81 |
Risk-free interest rate | 3.61% | 1.82% |
Volatility | 49.83% | 46.42% |
Expected life in years | 1 month 13 days | 5 years 9 months 18 days |
Stock Option [Member] | Maximum [Member] | ||
Schedule of assumptions used in the black-scholes model [Abstract] | ||
Stock price (in Dollars per share) | $ 2.06 | $ 6.55 |
Risk-free interest rate | 4.82% | 3.95% |
Volatility | 58.92% | 48.96% |
Expected life in years | 6 years 3 months | 6 years 3 months 18 days |
Warrant [Member] | ||
Schedule of assumptions used in the black-scholes model [Abstract] | ||
Dividend yield | 0% | |
Warrant [Member] | Minimum [Member] | ||
Schedule of assumptions used in the black-scholes model [Abstract] | ||
Stock price (in Dollars per share) | $ 1.14 | |
Risk-free interest rate | 4.09% | |
Volatility | 50.64% | |
Expected life in years | 1 month 13 days | |
Warrant [Member] | Maximum [Member] | ||
Schedule of assumptions used in the black-scholes model [Abstract] | ||
Stock price (in Dollars per share) | $ 2 | |
Risk-free interest rate | 4.70% | |
Volatility | 55.34% | |
Expected life in years | 5 years |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Warrants Activity - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares Under Warrant, beginning balance | 1,901,802 | 3,305,854 |
Weighted Average Exercise Price, beginning balance | $ 7.63 | $ 8.53 |
Weighted Average Remaining Contractual Life, beginning balance | 5 years 2 months 12 days | |
Number of Shares Under Warrant, Granted | 10,786,440 | |
Weighted Average Exercise Price, Granted | $ 1.38 | |
Number of Shares Under Warrant, Expired | (122,150) | (1,404,052) |
Weighted Average Exercise Price, beginning balance, Expired | $ 12.35 | $ 9.75 |
Number of Shares Under Warrant, ending balance | 12,566,092 | 1,901,802 |
Weighted Average Exercise Price, ending balance | $ 2.22 | $ 7.63 |
Weighted Average Remaining Contractual Life, ending balance | 4 years 8 months 15 days | 7 years 5 months 19 days |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Option Activity - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares Under Option, beginning | 2,412,286 | 687,448 |
Weighted Average Exercise Price, beginning | $ 5.77 | $ 6.79 |
Weighted Average Remaining Contractual Life, beginning | 8 years 2 months 12 days | |
Number of Shares Under Option, Forfeited | (673,292) | (168,105) |
Weighted Average Exercise Price, Forfeited | $ 3.9 | $ 2.77 |
Number of Shares Under Option, Canceled | (246,766) | (170,000) |
Weighted Average Exercise Price, Canceled | $ 6.03 | $ 6.43 |
Number of Shares Under Option, ending | 4,854,507 | 2,412,286 |
Weighted Average Exercise Price, ending | $ 4.59 | $ 5.77 |
Weighted Average Remaining Contractual Life, ending | 7 years 4 months 2 days | 7 years 6 months 29 days |
Number of Shares Under Option, Vested and Exercisable | 2,118,648 | |
Weighted Average Exercise Price, Vested and Exercisable | $ 6.62 | |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 5 years 2 months 8 days | |
Number of Shares Under Option, Granted | 3,451,321 | 2,094,000 |
Weighted Average Exercise Price, Granted | $ 3.63 | $ 5.17 |
Number of Shares Under Option, Exercised | (89,042) | (31,057) |
Weighted Average Exercise Price, Exercised | $ 0.49 | $ 2.09 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of Stock-Based Compensation Expense for Stock Options - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Options [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
General and administrative | $ 343,371 | $ 536,269 |
Sales and marketing | 523,798 | 509,789 |
Research and development | 223,513 | 720,554 |
Cost of goods sold | 50,341 | |
Total stock-based expense related to options | 1,141,023 | 1,766,612 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
General and administrative | (152,814) | 3,259,648 |
Sales and marketing | 90,899 | 24,632 |
Research and development | (31,710) | 806,543 |
Total stock-based expense related to options | $ (93,625) | $ 4,090,823 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of Restricted Stock Unit Activity - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSUs, Unvested balance, beginning | 1,110,027 | 1,431,922 |
Weighted Average Grant Date Fair Value, Unvested balance, beginning | $ 6.89 | $ 12.12 |
Weighted Average Vesting Period (Years), beginning | 1 year 6 months 7 days | 2 years 6 months |
RSUs, Granted | 722,682 | 190,860 |
Weighted Average Grant Date Fair Value, Granted | $ 0.66 | $ 2.52 |
RSUs, Vested | (823,143) | (512,755) |
Weighted Average Grant Date Fair Value, Vested | $ 5 | $ 8.06 |
RSUs Cancelled | (455,100) | |
Weighted Average Grant Date Fair Value Cancelled | $ 7.41 | |
Shares, Unvested balance, ending | 554,466 | 1,110,027 |
Weighted Average Grant Date Fair Value, Unvested balance, ending | $ 1.14 | $ 6.89 |
Weighted Average Vesting Period (Years), ending | 7 months 28 days | 1 year 6 months 7 days |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) - USD ($) | 12 Months Ended | |||||
Jul. 21, 2023 | Jul. 09, 2023 | Dec. 31, 2023 | Aug. 11, 2023 | Jun. 09, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||||||
Preferred stock par value | $ 0.0001 | $ 0.00001 | $ 0.0001 | |||
Preferred stock accrues dividends rate | 8% | |||||
Purchase of common stock shares | 61,940,878 | 44,108,661 | ||||
Warrants issued in connection with redeemable noncontrolling interest | $ 10,406,949 | |||||
Warrants being | 4,593,051 | |||||
Redemption value | 30,000,000 | |||||
Recorded accrued dividends | 512,207 | |||||
Accretion expense | $ 1,001,538 | |||||
Ondas Networks [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Minority interest | $ 15,000,000 | |||||
Minority interest percentage | 28% | |||||
Second Initial Purchaser [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Purchase of common stock shares | 2,374,208 | |||||
Exercise price per share | $ 0.89 | |||||
Additional shares of preferred stock | 99,885 | |||||
Preferred Stock [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Preferred stock accrues dividends rate | 8% | |||||
Price per share | $ 34.955 | |||||
Common Stock [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Price per share | $ 34.955 | |||||
Networks Preferred Stock [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Preferred stock par value | $ 0.00001 | |||||
Price per share | $ 34.955 | |||||
Gross proceeds | $ 11,508,517 | |||||
Preferred stock shares | 329,238 | |||||
Initial Warrants [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Purchase of common stock shares | 7,825,792 | |||||
Exercise price per share | $ 0.89 | |||||
Ondas Holdings [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Shares purchase | 10,200,000 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
Number of reportable segments | 2 |
Segment Information (Details) -
Segment Information (Details) - Schedule of Segment Information - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 15,691,430 | $ 2,125,817 |
Depreciation and amortization | 4,991,925 | 4,019,548 |
Interest income | 123,874 | 25,542 |
Interest expense | 4,154,759 | 3,761,698 |
Stock based compensation | 1,047,398 | 5,857,435 |
Goodwill impairment | 19,419,600 | |
Benefit from income taxes | ||
Net loss | (44,844,872) | (73,241,805) |
Goodwill | 27,751,921 | 25,606,983 |
Capital expenditure | 211,035 | 2,880,900 |
Total assets | 92,164,682 | 97,945,245 |
Ondas Networks [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 6,722,230 | 1,931,677 |
Depreciation and amortization | 142,866 | 142,635 |
Interest income | 119,200 | 12,771 |
Interest expense | 2,106,416 | 1,888,349 |
Stock based compensation | 1,111,256 | 1,188,217 |
Benefit from income taxes | ||
Net loss | (17,285,494) | (14,361,407) |
Goodwill | ||
Capital expenditure | 79,208 | 97,853 |
Total assets | 19,272,162 | 34,227,117 |
Ondas Autonomous Systems [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 8,969,200 | |
Depreciation and amortization | 4,849,059 | |
Interest income | 4,674 | |
Interest expense | 2,048,343 | |
Stock based compensation | (63,858) | |
Benefit from income taxes | ||
Net loss | (27,559,378) | |
Goodwill | 27,751,921 | |
Capital expenditure | 131,827 | |
Total assets | $ 72,892,520 | |
Ondas Autonomous Systems [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 194,140 | |
Depreciation and amortization | 3,876,913 | |
Interest income | 12,771 | |
Interest expense | 1,873,349 | |
Stock based compensation | 4,669,218 | |
Goodwill impairment | 19,419,600 | |
Benefit from income taxes | ||
Net loss | (58,880,398) | |
Goodwill | 25,606,983 | |
Capital expenditure | 2,783,047 | |
Total assets | $ 63,718,128 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes (Details) [Line Items] | ||
Amount of federal and state NOLs | $ 1,000,000 | $ 15,000,000 |
Networks, respectively, had federal NOLs | 42,000,000 | 44,000,000 |
Future taxable income | 43,000,000 | 92,000,000 |
Offset future taxable income | ||
Federal research and development credits | 0 | 752,000 |
Federal israeli net operating loss. | $ 127,000,000 | 0 |
Financial largest benefit | 50% | |
Ondas Networks [Member] | ||
Income Taxes (Details) [Line Items] | ||
Networks, respectively, had federal NOLs | $ 59,000,000 | 50,000,000 |
Offset future taxable income | 35,000,000 | 72,000,000 |
Federal research and development credits | $ 0 | $ 752,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
U.S. Federal | ||
State and local | ||
Total | ||
Deferred | ||
U.S. Federal | ||
State and local | ||
Total | ||
Total | ||
U.S. Federal | ||
State and local | ||
Total |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | |||
Tax benefit of net operating loss carry-forward | $ 62,608,641 | $ 27,478,875 | |
Accrued liabilities | 336,802 | 96,363 | |
Stock based compensation | 223,047 | 949,089 | |
Depreciation | 183,361 | 91,639 | |
Inventory reserve | 29,962 | 27,321 | |
Investment impairment | 448,289 | ||
Operating lease liabilities | 1,910,688 | 827,607 | |
R&D capitalization | 8,793,631 | 5,683,784 | |
R&D credit | 751,488 | 751,488 | |
Other | 1,446,535 | ||
Total deferred tax assets | 76,732,444 | 35,906,166 | |
Deferred Tax Liabilities: | |||
Amortization | (3,078) | ||
Intangibles | (6,450,630) | (5,885,385) | |
Deferred rent | (1,379,646) | (798,745) | |
Total deferred tax liabilities | (7,830,276) | (6,687,208) | |
Total net deferred tax assets | 68,902,168 | 29,218,958 | |
Valuation allowance for deferred tax assets | (68,902,168) | (29,218,958) | $ (14,528,920) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Company’s Valuation Allowance - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company’s Valuation Allowance [Abstract] | ||
Beginning of the year | $ 29,218,958 | $ 14,528,920 |
Change in valuation account | 39,683,210 | 14,690,038 |
End of the year | $ 68,902,168 | $ 29,218,958 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Reconciliation of the Provision for Income Taxes | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of the Provision for Income Taxes [Abstract] | ||
U.S. federal statutory rate | (21.00%) | (21.00%) |
Federal true ups | 0.88% | 0.40% |
State taxes, net of federal benefit | (4.86%) | (7.61%) |
Change in valuation allowance | 24.24% | 20.06% |
Goodwill Impairment | 5.57% | |
Stock compensation | 0.94% | 2.02% |
Foreign rate differential | (0.35%) | |
Nondeductible expenses | 0.06% | 0.56% |
Effective income tax rate |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transactions (Details) [Line Items] | ||
Long-term equity investment | $ 1,500,000 | |
Equity investment services paid | 0 | 2,026,400 |
Accrued expenses | 22,500 | |
Other current liabilities | $ 359,159 | |
Dynam [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Long-term equity investment | $ 25,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended | ||||||||
Feb. 26, 2024 $ / shares shares | Jul. 09, 2023 | Dec. 31, 2023 USD ($) $ / shares shares | May 01, 2025 USD ($) | Jan. 15, 2024 USD ($) | Dec. 31, 2023 ₪ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Apr. 30, 2022 $ / shares | Oct. 05, 2021 $ / shares | |
Subsequent Events [Line Items] | |||||||||
Exercise price | $ 1.5 | $ 7.13 | |||||||
Gross proceeds of approximately | $ | $ 4.1 | ||||||||
Purchase price paid | (per share) | ₪ 0.01 | $ 0.00001 | |||||||
Networks purchasers | $ | $ 782,770 | $ 89,080 | |||||||
Preferred stock purchase | shares | 5,000,000 | 5,000,000 | |||||||
Preferred stock purchase price | $ 41.3104 | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Warrants purchase | shares | 3,015,000 | ||||||||
Preferred stock issued percentage | 8% | ||||||||
Time of conversion | $ | $ 41.3104 | ||||||||
Networks Preferred Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Preferred stock purchase | $ | 4,500,000 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Preferred stock purchase | $ | $ 4,500,000 | ||||||||
Common stock par value | $ 0.00001 | ||||||||
Preferred Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Networks purchasers | $ | $ 4,500,000 | ||||||||
Preferred stock purchase | shares | 108,925 | ||||||||
Preferred stock purchase price | $ 41.3104 | ||||||||
Exercise price | $ 1.26 | ||||||||
Preferred stock issued percentage | 8% | ||||||||
Agreement and Waiver [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
principal percentage | 125% | ||||||||
Forecast [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Leasehold improvements | $ | $ 41,250 | $ 22,920 | |||||||
Aggregate common stock | shares | 3,616,071 | ||||||||
Purchase aggregate shares | shares | 3,616,071 | ||||||||
Purchase aggregate par value | $ 0.0001 | ||||||||
Exercise price | $ 1.29 | ||||||||
Ondas Agreement [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase price paid | $ 1.12 |