UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☑ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2021
or
☐TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________ to ___________
Commission
File Number: 000-56004
ONDAS
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
411 Waverley Oaks Road,Suite 114,Waltham, MA02452
(Address
of principal executive offices) (Zip Code)
(888)350-9994
(Registrant’s
telephone number)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock par value $0.0001 ONDS The Nasdaq Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No☑
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☑
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes☑ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes☑ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☑ Smaller reporting company ☑
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The
aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2021 (the last business day of the
registrant’s most recently completed second fiscal quarter) was approximately $206,986,796. For purposes of this computation, all
officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed
to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.
The
number of shares outstanding of the issuer’s common stock as of March 22, 2022 was 40,990,604.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
From
time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance
and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed
or implied by these statements. Forward-looking statements may appear throughout this report, including without limitation, the following
sections: Item 1 “Business,” Item 1A “Risk Factors,” and Item 7. “Management’s Discussion and Analysis
of Financial Condition and Results of Operations. “Forward-looking statements generally can be identified by words such as “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,”
“projects,” “will be,” “will continue,” “will likely result,” and similar expressions.
These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which
could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause
or contribute to such differences include those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed
under the caption “Risk Factors” in Item 1A and those discussed in other documents we file with the Securities and Exchange
Commission (SEC). We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements,
except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward looking
statements.
We
caution you that assumptions, beliefs, expectations, intentions, and projections about future events may and often do vary materially
from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by
our forward-looking statements. A summary of some of the factors that could cause actual results to differ from those expressed or implied
by our forward-looking statements, including forward-looking statements contained in this Annual Report on Form 10-K, is provided below
under “Risk Factor Summary.” These factors should not be construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included in this Annual Report on Form 10-K and our other filings with the SEC. Should one or more
of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material
respects from those projected in these forward-looking statements. Factors or events that could cause our actual results to differ may
emerge from time to time, and it is not possible for us to predict all of them. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. You
should not place undue reliance on our forward-looking statements.
Each
forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to update or revise
any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
i
Risk Factor Summary
Our
business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Item 1A. Risk Factors”
in this Annual Report on Form 10-K. Some of these principal risks include the following:
Risks
Related to Our Business and Industry
● The Company faces uncertainty and adverse changes in the economy.
ii
Risks
Related to Regulatory Requirements
Risks
Related to our Intellectual Property
Risks
Related to our Financial Results
● We will need to generate significant sales to achieve profitable operations.
Risks
Related to the American Robotics Acquisition
● Ondas may experience difficulties integrating American Robotics’ business.
● The Transaction involved substantial costs.
Risks
Related to our Common Stock
iii
Item
1. Business.
This
business description should be read in conjunction with our audited consolidated financial statements and accompanying notes thereto
appearing elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), which
are incorporated herein by this reference.
The
use of the words “we,” “our,” the “Company” and “Ondas Holdings” in this Form 10-K refer
to Ondas Holdings Inc. and its subsidiaries.
Corporate
Overview
Ondas
Holdings Inc. is a leading provider of private wireless, drone, and automated data solutions through its wholly owned subsidiaries Ondas
Networks Inc. (“Ondas Networks”) and American Robotics, Inc. (“American Robotics” or “AR”). Ondas
Networks and American Robotics together provide users in rail, energy, mining, agriculture, and critical infrastructure markets with
improved connectivity, data collection capabilities, and automated decision-making to improve operations. We operate our two subsidiaries
as separate business segments. See Notes 1 and 2 of the accompanying Consolidated Financial Statements for further information regarding
our 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. 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 802.16s standard. Because standards-based
communications solutions are preferred by our mission-critical customers and ecosystem partners, we have taken 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.
American
Robotics
American
Robotics designs, develops and manufactures autonomous drone systems, providing high-fidelity, ultra-high-resolution aerial data to enterprise
customers. We provide our customers turnkey data solutions designed to meet their unique requirements in the field. We do this via our
internally developed Scout SystemTM, an industrial drone platform which provides commercial and government customers with the ability
to continuously digitize, analyze, and monitor their assets and field operations in near real-time.
The Scout SystemTM has
been designed from the ground up as an end-to-end product capable of continuous unattended operations in the real world. Powered by innovations
in robotics automation, machine vision, edge computing, and AI, the Scout SystemTM provides efficiencies as a drone solution for
commercial use. Once installed in the field at customer locations, a fleet of connected Scout Systems remain indefinitely in an area of
operation, automatically collecting data each day, self-charging, and seamlessly delivering data analysis regularly and reliably. AR markets
the Scout SystemTM under a Robot-as-a-Service (“RaaS”) business model, whereby our drone platform aggregates customer
data and provides the data analytics meeting customer requirements in return for an annual subscription fee.
1
The
Scout SystemTM consists of (i) ScoutTM, a highly automated, AI-powered drone with advanced imaging payloads (ii) the ScoutBaseTM,
a ruggedized weatherproof base station for housing, charging, data processing, and cloud transfer, and (iii) ScoutViewTM,
a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere in the world. These
major subsystems are connected via a host of supporting technologies. Using a suite of proprietary technologies, including Detect-and-Avoid
(“DAA”) and other proprietary intelligent safety systems, we achieved the first and only Federal Aviation Administration
(“FAA”) approval for automated operations without a human on-site in the United States on January 15, 2021. As a result,
American Robotics currently has the unique ability to serve markets which require automated drone technology to enable scalable drone
operations, which the Company estimates to be 90% of all commercial drone applications.
Partnership
with Siemens
In
April 2020, Ondas Networks entered into a strategic partnership with Siemens Mobility (“Siemens”), a worldwide leader in
seamless, sustainable, reliable and secure transportation solutions for more than 160 years, to both market our FullMAX-based networking
technology and services and to jointly develop wireless communications products for the North American Rail Industry based on Siemens’
Advanced Train Control System (“ATCS”) protocol and our FullMAX MC-IoT platform.
We
believe Siemens has both the sales and marketing reach and support to drive our technology to wide scale acceptance across the global
rail market beginning with the North American Class I Railroad market. In the third quarter of 2021 we completed the development of our
first jointly-developed product with Siemens – the dual-mode ATCS/MC-IoT radio systems. Siemens is now marketing and selling these
proprietary systems under the brand name Airlink to our railroad customers. The dual-mode ATCS radio systems support Siemens’
extensive installed base of ATCS radios as well as offer Siemens’ customers the ability to support a host of new advanced rail
applications utilizing our MC-IoT wireless system. These new applications, including Advanced Grade Crossing Activation and Monitoring,
Wayside Inspection, Railcar Monitoring and next generation signaling and train control systems, are designed to increase railroad productivity,
reduce costs and improve safety. In addition, Siemens has begun to market and sell Ondas Networks’ standalone MC-IoT 802.16 products
under the Siemens Airlink brand.
Our
relationship with Siemens expanded significantly in 2021 both with (i) the wider marketing of our wireless technology platform and (ii)
multiple additional joint-product programs. Siemens has expanded its marketing reach of Ondas Networks products with identified opportunities
in North American Transit Rail as well as in European and Asian Rail markets. We believe our technology has broad potential in these
large, newly targeted markets. Siemens and Ondas Networks began a second major joint development program in the first quarter of 2021
to deliver a new dual mode on-board locomotive radio combining FullMAX MC-IoT technology with Siemens’ Head-of-Train (“HOT”)
system. This new development, initially focused on the North American Class 1 rail market, has now expanded to global markets including
for the delivery of a dual mode MC-IoT/HOT radio to a major Asian rail customer. Additional joint-product development projects are expected
in 2022 and beyond.
Our
Strategy
Our
goal is to be a global leader in providing turnkey data solutions for industrial, public safety and government markets by offering i)
secure wireless connectivity solutions enabling high-bandwidth, mission-critical Industrial Internet applications and services through
Ondas Networks and ii) automated industrial data services through American Robotics’ Scout SystemTM.
The
key elements of our growth strategy include the following:
2
Our
Business Model
Ondas
Networks
We
sell our FullMAX MC-IoT wireless products and services globally through a direct sales force and value-added sales partners to industrial
and critical infrastructure providers including major rail operators, commercial and industrial drone operators, electric and gas utilities,
water and wastewater utilities, oil and gas producers and pipeline operators, and for other critical infrastructure applications in areas
such as public safety, homeland security and defense, and transportation. We continue to develop our value-added reseller relationships
which today include a strategic partnership with Siemens for the development of new types of wireless connectivity for the North American
Rail. We believe our Siemens’ partnership is indicative of the potential for additional Tier 1 partnerships in our other vertical
markets including securing reseller relationships with major suppliers to the worldwide government and homeland security markets.
In
executing our go-to-market strategy, we intend to monetize our software-based intellectual property and grow revenue and cash flow with
embedded FullMAX software sales, Software-as-a-Service (“SaaS”) arrangements, IP royalties based on Ondas Networks software
and through additional services provided to customers and ecosystem partners. Customers deploy our connectivity and Fog-computing platform
in private networks that designed for lifetimes of 10 – 15 years or even longer. Our FullMAX platform is software-defined and offers
customers flexibility to expand capacity and evolve network utilization. Similarly, our ecosystem partners often integrate our FullMAX
software and wireless capability into their own long-lived equipment and systems which their customers purchase and deploy. As such,
we believe our software solutions provide ongoing revenue opportunities and sales models both related to both connectivity value and
edge computing capability. Customers and ecosystem partners will require ongoing FullMAX system and security enhancements and for us
to design additional features which create opportunities for additional, recurring revenue and profit streams. Our monetization strategies
include:
Systems
sales: Our FullMAX deployments are typically large, mission-critical wide-area networks deployed and privately operated by our industrial
and government customers. These end-to-end system deployments involve sales consisting of both base stations and edge radio end points
with embedded FullMAX software and network management software and tools.
Software
and hardware maintenance agreements: Our customers contract with us for extended software and hardware maintenance which provide
them with critical ongoing support for their installed network. These SaaS contracts provide revenue to us in the year following an initial
installation. Software maintenance licenses entitle the customer to ongoing software and security upgrades as well as enabling the provision
of additional system features. Similarly, hardware maintenance programs provide customers extended equipment warranty terms for an installed
network. These SaaS maintenance arrangements allow our customers to continue to maintain a modern, flexible and upgradeable network over
a long period of time. These agreements may extend for multiple years given the long average life of the installed and growing network.
3
Licensing
/ Royalties: In certain system deployments, our ecosystem partners will choose to embed FullMAX software into their own hardware
and software platforms providing us with an ongoing per device multi-year revenue stream. Licensing is an effective way for an ecosystem
partner to jumpstart customer activity. Alternatively, a partner may choose to develop software based on our intellectual property generating
royalty revenue.
Other
Services: We provide ancillary services directly related to the sale of our wireless communications products which include wireless
network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support.
Furthermore, we also provide engineering and product development services to ecosystem partners who are interested in integrating their
intelligent equipment with our FullMAX SDR platform and need our expertise to do so.
American
Robotics
American
Robotics markets its Scout SystemTM drone platform via a direct sales force to industrial, agricultural and government customers.
We focus on identifying and qualifying large, sophisticated customers with active drone programs who have the ability and intent to expand
those programs and eventually deploy fleets of automated drones across their portfolio of assets. After initial customer qualification,
contracting and the receipt of a purchase order, we ship and install the Scout SystemTM on the customer premises. Our field service
personnel remain on location for a short period of time to ensure the programmed automated drone operations are meeting customer requirements.
By
virtue of offering a truly automated data solution, American Robotics is able to structure its business under a Robot-as-a-Service (“RaaS”)
model. The RaaS model bundles hardware, software, operations, and maintenance into one annual subscription fee. This business model results
in a lower annual cost of data acquisition to a customer via the drone, to what AR believes is approximately ten times less than current
manual methods which are labor intensive. Our RaaS business model also provides enhanced accuracy, consistency and completeness over
human collection methods. In addition, it offers American Robotics recurring, software-like margins in return for these services. This
model also presents the opportunity for continued software improvements, upgrades, and new features that can be monetized through tiered
pricing and app store-like concepts, allowing for continued user experience improvement and potential increase in revenue per unit over
time.
The
RaaS business model offers many benefits for customers including:
Annual
Subscription for Service: The Scout System is bundled into an annual subscription fee, encompassing the full suite of hardware, software,
and services, allowing American Robotics to provide customers the highest performing product at the lowest possible cost.
Real-Time
Automated Operation: Once installed, each Scout system operates at its maximum capacity. Automated missions occur multiple times
per day, guaranteeing customers the highest quality data at the highest frequency.
Low
Upfront Capital Costs: The Robot-as-a-Service (RaaS) model allows American Robotics to lower the burden of upfront manufacturing
and hardware costs. Aside from initial installation, set up and shipping costs, all that a customer pays for is the service that the
Scout System provides.
Limited
Long-term Risk: Subscription fees are billed annually, and replacement units can be swapped out at the end of the service life. American
Robotics will also periodically install new software updates and provide access to new features, assuring optimal performance throughout
a customer’s subscription.
No
Maintenance Responsibilities: Our staff remotely oversee the operation of customer units and manage routine and unscheduled maintenance
requirements.
No
Customer Pilot Training: Both the technology itself and our staff oversee the real-time operation of a customer’s units. Health
status and performance are constantly monitored to assure optimal performance, and no pilot training is required for a customer’s
staff to integrate this technology into their business.
Reduced
Warranty Exposure: American Robotics owns and operates each Scout SystemTM unit. This reduces warranty exposure and customer
friction. Non-performing units will be replaced, repaired, and validated at our expense.
Our
Products and Services
Ondas
Networks
Ondas
Networks has developed a next-generation radio platform specifically to meet the evolving data needs of large industrial and government
customers and markets. These markets are differentiated from consumer markets in that the customers assets are dispersed over very
wide and remote geographies with specific challenges to installation, maintenance, and upgrades. These challenges led us to design
a new type of software-based radio platform capable of supporting a long useful life to the network hardware. Instead of using
low cost, off the shelf, dedicated communications chipsets (“ASICs”), we selected powerful programmable embedded general-purpose
processors, DSPs, and FPGAs, all of which are software upgradable. Our software defined radio (“SDR”) architecture,
with more than 12 years in development and supported by a team of over 50 software engineers, allows us to customize almost any aspect
of the air interface protocol, the key components of which are patented and have been incorporated into new IEEE wireless standards.
The ability to constantly improve customer networks and hosted software applications with flexible, over-the-air software upgrade helps
create customer loyalty and creates high switching costs.
4
Our
FullMAX SDR platform is designed to enable highly secure and reliable industrial-grade connectivity for truly mission-critical applications.
An end-to-end FullMAX network consists of connected wireless base stations, fixed and mobile edge radios and supporting technology all
enabled by critical software developed and owned by Ondas Networks. The Fog-computing capability integrated in our end-to-end FullMAX
SDR platform is valued by our customers and ecosystem partners as they seek to leverage the value of MC-IoT applications for improved
safety, efficiency, and profitability. Our IEEE 802.16s compliant equipment is designed to optimize performance of unused or underutilized
low frequency licensed radio spectrum and narrower channels. We do this through various patented software algorithms including via “spectrum
harvesting” techniques which aggregate narrowband channels to create increased broadband network capacity. Our channel aggregation
algorithms include the ability to aggregate hard to utilize, non-contiguous narrowband channels and are a hallmark feature of a FullMAX
broadband system.
The
critical software algorithms powering our end-to-end FullMAX wireless SDR platform and related Fog-computing architecture have been developed
by and are owned by Ondas Networks. FullMAX is an intelligent networking system which integrates core network management systems with
edge computing resources including computing hardware and MC-IoT software applications. In the MC-IoT Fog enabled by FullMAX, base stations
are enabled with a highly configurable Quality of Service algorithms which coordinate the data traffic within the Fog for both the edge
radio and the resident MC-IoT applications. The intelligent base stations control and manage all network resources including our edge
remotes; dynamically allocating bandwidth, prioritizing data packets and managing edge applications. The intelligent software-managed
base stations determine whether to process data at the edge, distribute data traffic across the Fog to other edge remote radios or to
transport information to the corporate Cloud. Our Edge remotes have embedded compute capability and are able to host MC-IoT applications
including those from third party vendors via virtualized software systems managed in docker / container architectures and can also manage
data from intelligent equipment or sensor networks that interface with the edge remotes in the field. Our software-managed edge remotes
offer security via authentication, multi-layer encryption and virtual software firewalls which are requirements for mission-critical
data networks.
We
are dedicated to promoting standards-based wireless connectivity solutions for our customers. Our FullMAX platform is compliant with
the mission critical wireless Industrial Internet IEEE 802.16s. The specifications in the IEEE 802.16s standard are primarily based on
our FullMAX technology, and many of our customers and industrial partners actively supported our technology during the IEEE standards-making
process. In January 2020, a new working group was launched by the IEEE to establish IEEE 802.16t, a further evolution of this wireless
standard. The IEEE 802.16t working group includes industry-leading trade organizations such as the Association of American Railroads
(“AAR”), Transportation Technology Center, Inc. (“TTCI”), the Utilities Technology Council (UTC) and the Electric
Power Research Institute (EPRI), as well as representation from world-leading transportation and oil and gas companies. We expect our
technology to remain a prominent feature of this evolving standard.
American
Robotics
American
Robotics provides our customers with turnkey automated data solutions designed to meet their unique requirements in the field. We do
this via our internally developed Scout SystemTM, our autonomous drone platform which provides commercial and government customers
with the ability to continuously digitize, monitor and analyze their assets in near real-time.
The
Scout SystemTM has been designed from the ground up as an end-to-end product capable of continuous unattended operations in the
real world. The Scout SystemTM consists of (i) ScoutTM Drone, a highly automated, AI-powered drone with advanced imaging payloads
(ii) the ScoutBaseTM, a ruggedized base station for housing, charging, data processing, and cloud transfer, and (iii) ScoutViewTM,
American Robotics’ analytics and user interface software package, as well as a host of supporting technologies that connect these
major subsystems. Using a suite of proprietary technologies, including DAA and other proprietary intelligent safety systems, American
Robotics achieved the first and only approval for automated operations without a human on-site in the United States on January 15, 2021.
American
Robotics’ Concept of Operations (CONOPS) was designed in concert with the end-to-end technology stack to optimize for FAA-approval
of fully automated operation. The Company has developed a proprietary suite of layered, redundant technological risk mitigations and
layered, redundant operational risk mitigations to achieve this industry-first FAA approval of continuous, automated, remote operations.
The combination of AR’s technologies and the corresponding CONOPS enables a solution that is considered both uniquely safe and
uniquely scalable, by taking piloting out of the hands of customers.
5
CONOPS
Overview: A ScoutBase is installed at a fixed location within the desired Area of Operation (AO). Under AR’s current set of
FAA approvals, a Scout drone is permitted to fly anywhere under 400 feet within a 2-mile radius of the ScoutBase and the accompanying
ground-based DAA system. Once installed, no further physical human interaction is required to conduct daily operations. All pre-flight
inspections, mission planning, flight, obstacle avoidance, air traffic avoidance, health diagnostics, and precision landing are conducted
autonomously via our proprietary software. An American Robotics Remote Operator (RO) is located offsite in the Company’s Network
Operations Center (NOC) and monitors the automated drone systems operations.
The
Market for Our Products and Services
Ondas
Networks
The
global end markets for Ondas Networks’ MC-IoT wireless networking solutions are established, large, and we believe, poised to grow
rapidly given the key role connectivity will play in next generation IoT-type applications. Firms like Cisco Systems, Inc. and Gartner,
Inc. forecast billions of connected IoT devices installed throughout the economy; many of which are deployed for industrial applications.
Dell’Oro Group, Inc. estimates that Wide Area IoT spending, including low power WAN deployments with which we compete, will reach
$33.0 billion for carriers and infrastructure vendors by 2022, growing approximately 2.5X from 2017. In many of our industrial end markets,
we believe the adoption of low-cost edge computing and increased penetration of “smart machinery” is driving demand for next-generation
networks for IoT applications such as those powered by FullMAX. Demand for edge computing solutions is growing rapidly and adopting edge
computing applications can help our customers run their businesses more efficiently, profitably, and safely. According to MarketsandMarkets
the market for global edge computing solutions is expected to grow over 34% per year from $3.6 billion in 2020 to $15.7 billion by 2025.
Ondas Networks is leveraging its industry expertise and FullMAX connectivity and Fog-computing platform to develop an enhanced range
of products to capitalize on this expanding opportunity with the goal of becoming the leading supplier of private industrial networks.
We
have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently
operate antiquated 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. In addition to data capacity challenges, rail operators need to reliably cover the vast and often remotely located
rail track and related infrastructure which extends nationwide. The rail operators require a next-generation, robust broadband system
with significantly increased data throughput capacity and Fog networking capability. We believe a transition to integrated Fog-computing
wireless communications systems will enable the rail operators to drive more intelligence to the edge of their operating environments
enabling real time automation and better operator control of many critical operating systems related to train control, crossing safety,
train and track integrity and drone operations. This upgrade cycle is being driven by a recent key event which occurred in August 2020
in which the Class 1 rail systems in the U.S. were awarded new nationwide “greenfield” wideband radio spectrum by the Federal
Communications Committee (“FCC”). As part of the award, the rail operators are required by 2024, to vacate a series of legacy
narrowband channels. The completion of this multiyear negotiation between the FCC and other licensed users is projected to generate a
major network upgrade cycle for the rail industry which will support enhanced safety and improved efficiency and profitability of train
operations.
The North American Rail Network
is vast in scale, consisting of 140,000 miles of track, 25,000 locomotives, and 1.6 million railcars. Within this large footprint, we
believe there are 200,000 highway crossings, with at least 65,000 of the crossings equipped with electronic systems today, a number which
is expected to increase in the coming years. We believe a significant portion of the communications infrastructure has been in operation
for more than 20 years and now requires a technological upgrade to support new applications and increased capacity requirements. Our FullMAX
MC-IoT platform offers an excellent migration path for these applications. The Class I Railroads value the ability of our frequency-agnostic
SDR architecture to enable a substantial data capacity increase utilizing the railroad’s existing wireless infrastructure and dedicated
FCC licensed radio frequencies, as well as the flexibility to adapt to and take advantage of future changes in spectrum availability,
as well as future business and operational requirements.
American
Robotics
The
total addressable market (“TAM”) for commercial drone applications is also large – measuring $127 billion according
to a 2016 report from consulting firm PwC. For the vast majority of commercial drone applications, full automation is required to make
economic sense. The time and cost requirements of human pilots are too high for the demanding and monotonous routines that must be performed
to extract value.
6
American
Robotics’ Scout SystemTM targets the majority of “drone-in-a-box”-applicable commercial and defense markets, as
estimated by PwC. The commercial market is segmented into two primary categories, Agriculture and Industrial. AR estimates the collective
TAM for the Scout System within these three target markets to be $114 billion. For each market, the core automation technology is the
same, but the product is optimized for that set of use cases. Primary differences include payload as well as the user interface (“UI”)
and user experience (“UX”) and analytics packages within ScoutViewTM.
Customer
Activity
Ondas
Networks
The
majority of Ondas Networks customer activity has been with the Class 1 freight railroad operators and Siemens in North America. There
are six Class I railroads in North America, all of which run multiple, frequency-specific networks for different applications. Our FullMAX
platform has the flexibility to operate in all these frequency bands and will allow these customers the opportunity to better utilize
their radio spectrum and add more high-value, data-intensive applications to their operations. Ondas Networks has completed multiple,
ongoing testing and pilot programs with BNSF Railway and CSX Corporation, two North American Class I freight railroad operators in connection
with the system validation performed on behalf of the Association of American Railroads’ (AAR) Wireless Communications Committee
(WCC). Our initial focus with these rail customers has been for train control applications and related safety systems in the 900 MHz
frequency band where the FCC has recently awarded our railroad customers new radio spectrum in connection with the Anterix 900 MHz Report
and Order.
In
November 2021, we received our first commercial order for the 900 MHz network from Siemens. We also received a purchase order in December
2021 to establish a Rail Lab (the “dot16 Rail Lab”) via Siemens on behalf of the AAR. The dot16 Rail Lab will host multiple
Class 1 freight rail operators where they will perform on going network design and configuration related to optimizing the performance
of our IEEE 802.16 complaint systems in connection with wide-scale field deployment. We expect the commercial rollout of the 900 MHz
to accelerate with the Class 1 freight rail operators throughout 2022 with multiple rail customers providing purchase orders and deploying
our software-defined network. We expect a 900 MHz network upgrade cycle across all Class I railroad systems over the next few years in
order to comply with FCC license requirements and meet business needs related to safety and profitability.
American
Robotics
American
Robotics’ Scout SystemTM addresses a wide number of applications and use case across industrial, enterprise and government
end markets. We believe strong demand for AR’s automated data solutions is reflected in a robust pipeline of potential customers
which grew significantly following the FAA approval received in January 2021. American Robotics launched its commercial marketing effort
in May 2021, after receiving an initial investment from Ondas Holdings. Marketing activity accelerated in August 2021 after the acquisition
by Ondas Holdings which allowed for the further scaling of people and infrastructure to support customers in the field. American Robotics
initial marketing activity is focused on the mining, oil & gas, rail and solar industries. In these markets we focus our attention
on large, sophisticated and often blue-chip industrial customers with active drone programs and who have the ability and intent to deploy
fleets of drones with a scalable solution such as the Scout SystemTM. We refer to these customers as “Franchise Customers”.
In 2021, American Robotics announced purchase orders from Stockpile Reports
and Conoco-Phillips and, in January 2022, a purchase order was received from Chevron Corporation. In addition, American Robotics is in
the final procurement stage with a number of other industrial customers, with expected purchase orders and installations occurring throughout
2022. AR’s strategy is to deliver an exceptional service experience to these Franchise Customers in order to generate additional
purchases of the Scout SystemTM for nationwide fleet deployments.
7
Manufacturing,
Availability and Dependence upon Suppliers
Ondas
Networks and American Robotics utilize outsourced manufacturing partners in building of product to fulfill customer orders. Utilizing
contract manufacturers allows us to focus on designing, developing and selling our products. Furthermore, outsourced manufacturing allows
us to leverage the economies of scale and expertise of specialized outsourced manufacturers, reduce manufacturing and supply chain risk
and distribution costs.
Ondas
Networks designs the printed circuit boards and enclosures for our radios and maintains the bill of materials for all of the products
we manufacturer. A Bill of Materials (“BOM”) is a list of the raw materials, sub-assemblies, intermediate assemblies, sub-components,
parts and the quantities of each needed to manufacture the end product. The physical manufacturing of FullMAX circuit boards is outsourced
to best-in-class industrial contract manufacturers. The contract manufacturer is responsible for sourcing the majority of components
in the BOM, assembling the components onto the printed circuit boards and then delivering the final boards to us. Once at our facility,
the boards are tested, then placed into enclosures and programmed with the appropriate software. The radios are then configured according
to the requirement of the network and run through system level tests before being packaged and shipped to the customer. Ondas Networks
maintains multiple contract manufacturers, both domestically and internationally, to ensure competitive pricing and to reduce the risk
from a single manufacturer.
American Robotics designs the Scout SystemTM and specifies all components
of the BOM including the raw materials, sub-assemblies, intermediate assemblies, sub-components, parts and the quantities of each needed
to manufacture the end product. These assemblies incorporate a combination of custom-developed components and COTS components. Our acoustics-based
DAA sub-system is provided by a California-based supplier, and we retain the contractual right to manufacturer that DAA system ourselves.
The building of a Scout SystemTM is outsourced to best-in-class contract manufacturers for fabrication and assembly. We utilize different
contract manufacturers for the ScoutTM Drone and Scout BaseTM. Once complete, the contract manufacturers deliver the finished
products to our facility where software is loaded and system-level QA is performed before being packaged and shipped to the customer location
for installation. American Robotics works with a select group of contract manufacturers and has access to a large number of other comparable
contract manufacturers.
Research
& Development
Our
ability to develop state-of-the-art and cost-effective solutions relative to our competitors can only be achieved through our continued
research and development efforts.
Ondas
Networks research and development activities are headed by Menashe Shahar, our Chief Technology Officer, based in our Sunnyvale, California
headquarters. Mr. Shahar is a co-founder of the Company and has over 30 years of telecommunications system development experience, including
the design and implementation of broadband wireless data systems for top tier system integrators and service providers including WorldCom,
Nortel and ADC. Mr. Shahar has been awarded multiple patents in the data communications industry and has been an active participant in
major wireless standardization activities including IEEE 802.16. In addition to internal research and development efforts, we also engage
third party consultants to assist us in our research and development activities.
American
Robotics research and development activities are headed by Vijay Somandepalli, Chief Technology Officer, based in our Waltham, MA headquarters.
Dr. Somandepalli is a co-founder of American Robotics and has extensive experience in the fields of robotics, drones, energy storage,
and aerospace engineering. Prior to founding American Robotics, Dr. Somandepalli was a Managing Engineer and senior consultant for over
a decade at Exponent, a large national engineering and scientific consulting firm, where he advised in many industries, including oil
& gas, solar, hydroelectric, coal, infrastructure, automotive, aviation, and telecom. Dr. Somandepalli holds a Ph.D. and Master’s
in Mechanical Engineering from Stanford University, a B.Tech in Aerospace Engineering from the Indian Institute of Technology, Madras,
and is a Licensed Professional Engineer (PE).
Our
research and development team works closely with our customer support team and incorporates feedback from our customers into our product
development plans to improve our products and address emerging market requirements.
Our research and development expenses were approximately $5,801,000 and
approximately $3,587,000 for the years ended December 31, 2021 and 2020, respectively.
Intellectual
Property
We
rely primarily on patent, trademark and trade secret laws to protect our proprietary technologies and intellectual property. As of this
filing, Ondas Networks held a total of 7 issued patents in the U.S., 3 pending patent applications in the U.S., and 13 international
pending patent application. Ondas Networks patents expire between 2030 and 2037, subject to any patent extensions that may be available
for such patents. Our intellectual property centers around creating and maintaining robust, private, highly secure, broadband industrial
wireless networks using our FullMAX radio technology for our mission critical customers’ networks. We view Ondas Networks patents
as a key strategic advantage as the markets for industrial wireless connectivity grows and as these industries move to standardized solutions
and will enable us to earn licensing fees and/or royalties for the use of our patents.
8
American
Robotics relies primarily on patent, trademark and trade secret laws to protect our proprietary technologies and intellectual
property. As of this filing, American Robotics held a total of 4 issued patents in the U.S., 6 pending patent applications in the
U.S., and 6 international pending patent application. AR’s patents expire between 2036 and 2039, subject to any patent
extensions that may be available for such patents. AR’s intellectual property incorporates internally developed software and
hardware design incorporating machine and computer vision and was developed with artificial intelligence and machine learning
techniques. This intellectual property is critical to the development of end-to-end systems which reliably enable the automated
operation of drones in real-world environments,
We
have a policy of requiring our officers, employees, contractors and other service providers and parties with which we do business to
enter into confidentiality, non-disclosure (“NDAs”) and assignment of invention agreements before disclosure of any of our
confidential or proprietary information.
Seasonality
We
do not believe that the industry in which Ondas Networks competes is subject to seasonal sales fluctuation.
The
industries in which American Robotics offers its automated data solutions is subject to some seasonal sales fluctuation, which differs
by end markets and customer geographic locations. For example, weather and growing patterns means that demand from agricultural customers
is typically greatest early in the growing season. Most industrial end markets are subject to much less seasonality.
Dependence
on a Single Customer
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. During the year ended December 31, 2021, two customers accounted for approximately $1,204,000 and $1,599,000 of
our revenue, or approximately 41% and 55%, respectively. During the year ended December 31, 2020, two customers accounted for approximately
$1,012,000 and $1,005,000 of our revenue, or approximately 47%, and 46%, respectively.
Competition
Ondas
Networks
We
compete with alternatives to wireless technology, public cellular data networks and private wireless networking products from other manufactures.
We believe that each of these competing solutions has core weaknesses when compared to FullMAX, as described below.
Public
cellular data networks:
9
Other
private wireless products:
Alternate
technologies:
American
Robotics
We
compete with other drone OEMs providing a variety of solutions for inspection, security, asset tracking and other applications. We compete
on many dimensions with system performance being differentiated by the level of autonomous operation, ease of use, reliability, safety,
and government regulations. Further, leading automated data solution providers must provide diverse payload capabilities for data collection,
along with robust, advanced analytics programs that are specific for each industry served.
None
of our competitors offering automated UAS systems have secured FAA approval or waivers comparable to those received by American Robotics
and are not able to operate at scale without human intervention when systems are deployed.
Governmental