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, 2025
or
☐TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-39761
Ondas Inc.
(Exact name of registrant as specified in its charter)
222 Lakeview Avenue, Suite 800, West Palm
Beach, Florida33401
(Address of principal executive offices) (Zip Code)
(888)350-9994
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.0001 ONDS The Nasdaq Stock Market LLC
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. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of March 25, 2026, the number of shares outstanding
of the issuer’s common stock was 467,133,265. The aggregate market value of the registrant’s common stock held by non-affiliates,
computed by reference to the price at which the common stock was last sold on June 30, 2025, was approximately $392 million.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the registrant’s proxy statement, which
will be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2026 Annual
Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form
10-K. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed
to be filed as part hereof.
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ii
Part I 1
Item 1. Business 1
Item 1B. Unresolved Staff Comments 41
Item 1C. Cybersecurity 41
Item 2. Properties 42
Item 3. Legal Proceedings 42
Item 4. Mine Safety Disclosures 42
Item 6. [Reserved] 43
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 51
Item 8. Financial Statements and Supplementary Data F-1
Item 9A. Controls and Procedures 52
Item 9B. Other Information. 52
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 52
PART III 53
Item 10. Directors, Executive Officers, and Corporate Governance 53
Item 11. Executive Compensation 53
Item 14. Principal Accountant Fees and Services 53
Item 15. Exhibits and Financial Statement Schedules 54
i
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.
ii
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
iii
Risks Related to Regulatory Requirements
Risks Related to our Intellectual Property
Risks Related to our Financial and Tax Results
● We will need to generate significant sales to achieve profitable operations.
Risks Related to our Common Stock
iv
PART I
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, 2025 (the “Form 10-K”), which are incorporated herein by this reference.
The use of the words “we,” “our,”
the “Company,” and “Ondas” in this Form 10-K refers to Ondas Inc. and its subsidiaries.
Corporate Overview
Ondas, Inc. (together with its subsidiaries, the “Company,”
“Ondas,” “we,” “us,” or “our”) is a defense, security, and critical infrastructure technology
company organized around three business units: Ondas Autonomous Systems Inc. (“OAS”), Ondas Networks Inc. (“Ondas
Networks”), and Ondas Capital Inc. (“Ondas Capital”). Through these business units, we develop and commercialize
autonomous systems, private wireless networking technologies, and strategic investment and partnership initiatives that support the scaling
and adoption of mission-critical solutions for governments and industrial customers.
We manage these business units as distinct operating platforms
aligned to complementary end markets and customer requirements. Our approach is designed to combine advanced autonomy, secure communications,
and integrated operating capabilities to help customers improve situational awareness, operational resilience, and safety and security
outcomes in complex, regulated, and often contested environments.
Ondas Autonomous Systems Inc.
Overview
OAS develops, integrates, and operates autonomous systems
and mission solutions focused primarily on defense and security applications, while also serving selected Tier-1 commercial and critical
infrastructure customers. OAS is built around a Systems-of-Systems orientation: we integrate autonomous platforms, sensor payloads, communications,
command-and-control, effectors and operational services into cohesive solutions designed to deliver mission outcomes rather
than standalone products.
OAS’ strategy is guided by a Core +
Strategic Growth Program:
1
OAS’ Pillars and missions
OAS has assembled technology and go-to-market platforms oriented around four priority Pillars:
C-UAS, ISR, UGV and LMS. Based on these pillars, OAS can address a variety of missions: site & critical assets protection,
border protection and support to maneuvering forces.
OAS’ pillars
Systems-of-Systems Orientation and Integrated
Delivery
OAS differentiates itself by delivering integrated solutions that combine
platforms and services into an operational system tailored to customer missions. Depending on the deployment, OAS solutions may include:
autonomous aircraft or interceptors, ground robotic assets, sensor payloads, communications links, command-and-control software, data
workflows, training, safety planning, maintenance, and field services.
This integrated approach is designed to support customer adoption by
addressing the full lifecycle—deployment planning, operational readiness, sustainment, and continuous improvement—rather than
limiting delivery to hardware alone. Our objective is to enable customers to operationalize autonomy across multiple mission
domains with a unified operating concept.
Systems-of-Systems Orientation and Integrated
Delivery
Platform Portfolio and Regulatory Leadership
OAS markets and delivers integrated autonomous mission solutions built
on a portfolio of aerial, ground, sensing, and counter-drone technologies assembled across its operating subsidiaries and affiliated platforms.
Our portfolio is designed to enable persistent situational awareness, site protection, and mission execution in complex environments,
with a focus on defense, homeland security, public safety, and selected critical infrastructure end markets. OAS’ Systems-of-Systems
orientation enables customers to deploy these capabilities as a unified operating solution—integrating autonomous platforms, sensors,
communications, command-and-control, and operational services—rather than as standalone products.
Aerial Autonomy Platforms: Optimus and Automated
Drone Operations
Through Airobotics, OAS provides the Optimus SystemTM, a
fully autonomous aerial platform designed for persistent, repeatable missions including ISR, monitoring, inspection, and security operations.
Optimus is intended for operations in complex environments—urban areas, sensitive facilities, and remote field areas—where
autonomous capability, operational reliability, and consistent data capture are critical. The Optimus platform is supported by an integrated
operating concept that can include automated mission planning and execution, payload integration, data workflows, and sustainment services.
2
OAS also benefits from the regulatory and operational leadership established by
American Robotics in automated drone operations. American Robotics received FAA Type Certification for the Optimus 1-EX on September 25,
2023, a milestone intended to support scalable autonomous operations within the U.S. National Airspace System. Type Certification is recognized
as a high standard of airworthiness compliance and is designed to streamline operational approvals for expanded autonomous flight scenarios,
including mission profiles aligned with persistent aerial data capture and security operations.
Counter-UAS and Site Protection: Iron Drone
and CoRF (Sentrycs)
OAS is building a comprehensive counter-UAS (“CUAS”) and
site protection platform that integrates detection, tracking, and defeat/mitigation capabilities across multiple deployment scenarios.
Together, Iron Drone and CoRF expand OAS’ ability to
deliver CUAS solutions across a spectrum of mission requirements, including persistent site protection, event security, and defense force
protection use cases. Ground-Domain Autonomy and Land Intelligence: 4M Defense, Roboteam, and Apeiro Motion. OAS
is expanding its platform portfolio beyond aerial systems to include ground-domain autonomy, robotic mission execution, and land intelligence
solutions—capabilities that are increasingly relevant to defense and security customers operating in contested environments
and post-conflict stabilization settings.
Strategic Value Creation and Portfolio Integration
Ondas is executing a deliberate strategy to drive revenue synergy and
long-term value creation through the delivery of effective, agile, and integrated defense solutions. Rather than operating as
a collection of independent product companies, OAS aligns the portfolio around the ability to provide cohesive mission systems that combine
sensing, communications, cyber-over-RF technologies, autonomous air and ground platforms, and advanced command-and-control capabilities.
This integration expands solution scope per customer, accelerates deployment cycles, and increases cross-portfolio revenue density, positioning
Ondas as a scalable solutions provider in rapidly evolving defense and homeland security markets.
3
Autonomous systems play a central role in this strategy.
In an environment characterized by mass threats, distributed risks, and rapid operational tempo, autonomy is a force multiplier, enabling
customers to respond at scale while maintaining cost-effectiveness and operational flexibility. Our deployed capabilities across
Counter-UAS, force protection, border security, and critical infrastructure protection provide operational credibility today, while serving
as a foundation for broader system-level integration.
This integration is enabled by our Autonomy Core and scalable Sensor-to-Effector
framework, an architectural foundation that connects detection, decision, and response into a unified operational layer. The Autonomy
Core functions as an enabling infrastructure, allowing standalone technologies to operate as interoperable systems and unlocking
higher-value mission configurations. Through disciplined M&A guided by technological complementarity and architectural fit, OAS strengthens
this core with each portfolio addition. OAS expands the value proposition into loitering munitions, reinforcing our Sensor-to-Effector
capability and deepening our ability to deliver integrated operational solutions across multiple domains.
Looking ahead, OAS evolves toward next-generation deployment models
that emphasize higher-volume scalability and production efficiency, aligned with the growing demand for cost-effective, rapidly deployable
defense systems. By integrating complementary technologies, leveraging cross-group sales channels, and aligning product roadmaps
under a common architectural vision, Ondas is positioned to translate technological integration into operational advantage, and operational
advantage into sustained revenue growth, improved capital efficiency, and long-term value.
Customers and End Markets
Ondas is strategically positioned to capture value within the rapidly
expanding tactical unmanned sectors, specifically targeting the high-growth Counter-UAS (C-UAS) and Unmanned Ground Vehicle (UGV) markets.
The C-UAS market represents a financial opportunity for us, with North American spending projected to reach $6.8 billion by
2028 and European spending accelerating at a remarkable 41.8% compound annual growth rate. To maximize this opportunity, our geographic
focus is decisively anchored in Tier 1 countries—specifically North America, the UK, Germany, Poland, India, Japan, the UAE, and
Singapore—whose respective regions aggregate to over $5.5 billion in combined C-UAS and UGV spending for 2025 alone.
Within these priority countries, we are targeting the most critical
and well-funded domains, such as military base protection, mobile air defense, disaster recovery, regional patrolling, and the safeguarding
of civilian critical national infrastructure. By delivering AI-driven decision layers and resilient connectivity, our C-UAS strategy
directly answers the urgent market demand for networked, multi-layered defenses capable of neutralizing autonomous drone swarms.
Parallel to our airspace initiatives, the global UGV market offers
a highly lucrative serviceable footprint that reached approximately $2.48 billion in 2024 and is expanding at a 6.3% compound
annual growth rate. We are targeting these Tier 1 UGV markets, leveraging massive investments like the U.S. defense budget
surging to nearly $748 million for small unmanned systems in FY2026, and European UGV spending projected to reach nearly
$910 million by 2028.
Across these key nations, our UGV efforts are focused on the vital
domains of autonomous battlefield logistics, tactical reconnaissance, disaster recovery, regional patrolling, and force protection,
which are heavily prioritized to keep personnel out of harm’s way. By concentrating our software-defined, connectivity-first
solutions squarely on these Tier 1 defense and homeland security markets, Ondas is perfectly aligned to capitalize on the largest, most
urgent budgets in the global modern aerospace landscape.
OAS
OAS primarily targets defense, homeland security, and public safety
customers, while also serving select commercial operators of critical infrastructure and high-value industrial and technology facilities.
Target end markets include defense organizations, security agencies, public safety organizations, airports, ports, energy and industrial
operators, and other entities requiring persistent situational awareness, site protection, and rapid response capabilities in complex
environments.
4
Ondas Networks Inc.
Overview
Ondas Networks provides mission-critical wireless connectivity
solutions to users relying on private networks, enabling Industrial Internet applications and services, which we refer
to as the Mission-Critical Internet of Things (“MC-IoT”). MC-IoT applications typically operate at the edge of large
industrial networks and require secure, reliable, real-time connectivity for operational systems that must function in challenging environments
where downtime, latency, or compromised communications can create safety and security risks.
These requirements are present across major critical infrastructure
markets, including rail, electric utilities, oil and gas, public safety, government, and other industrial applications where operators
must collect, transmit, and act on data quickly and reliably over wide geographic areas using secure network infrastructure.
Standards Leadership and Technology Foundation
Ondas Networks’ intellectual property has been adopted by the
Institute of Electrical and Electronics Engineers (“IEEE”) and forms the core of the IEEE 802.16 standard.
Because standards-based communications solutions are often preferred by mission-critical customers and ecosystem partners, Ondas Networks maintains a
leadership role in the evolution and adoption of IEEE 802.16 and related industrial wireless networking frameworks.
Product Platform
Ondas Networks designs, develops, manufactures, sells, and supports FullMAX,
our patented software-defined radio (“SDR”) platform for secure, private, wide-area broadband networks. Customers deploy FullMAX to
upgrade and expand legacy wide-area network infrastructure, enabling significantly increased throughput and supporting modern Internet-Protocol-based
communications for next-generation industrial operating systems and edge applications.
Ondas Networks has historically targeted North American freight rail
operators as an early adoption market for FullMAX. The rail sector has operated legacy narrowband systems with limited
data capacity that constrain the deployment of modern train control, safety systems, and operational intelligence applications. Industry
organizations, including the Association of American Railroads (“AAR”) and related industry bodies, have adopted IEEE 802.16
as a standards foundation for future private wireless networks.
Market Drivers
We believe industrial and critical infrastructure markets are at an
inflection point as legacy analog and serial communications protocols increasingly fail to meet modern requirements for security,
bandwidth, and real-time operational decision-making. FullMAX is intended to serve as an upgrade pathway that improves network
performance and security while enabling the adoption of more data-intensive, software-driven operational systems across wide
field areas.
Ondas Capital Inc.
Overview
Ondas Capital is the Company’s strategic investment and partnership
platform. Ondas Capital is intended to support Ondas’ long-term value creation by identifying, evaluating, and advancing opportunities
that strengthen our operating businesses—particularly OAS—through targeted investments, strategic partnerships, and other
capital formation initiatives.
5
Role Within the Ondas Platform
Ondas Capital’s activities are designed
to complement our operating businesses by helping to:
Ondas Capital may pursue a range of strategic initiatives consistent
with these objectives, including minority investments, structured partnerships, and other strategic arrangements intended to support
the execution of our growth programs and enhance the overall Ondas platform.
Our Strategy
Our goal is to build a differentiated defense, security, and critical
infrastructure technology platform by combining: (i) AI-enabled autonomous mission solutions through Ondas Autonomous Systems (“OAS”),
(ii) secure, mission-critical private wireless connectivity through Ondas Networks, and (iii) disciplined strategic investing and partnerships
through Ondas Capital to accelerate market access, capability expansion, and long-term value creation.
The key elements of our strategy include the following:
Ondas Autonomous Systems (OAS): Core + Strategic
Growth Program
6
Ondas Networks: North American Rail Network Adoption
Ondas Capital: Ukraine-to-US/EU Scaling Strategy
Our Business Model
OAS
OAS markets aerial solutions based on its Optimus SystemTM and
Iron Drone RaiderTM platforms via direct sales to enterprises and government customers. Additionally, OAS utilizes channel
marketing strategies, building a network of partners and agents to distribute our solutions. 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. Our unique value proposition is based on our core strategic capability to
provide holistic solutions, being a trusted one-stop-shop for major entities, and de-risking innovative complex drone implementation processes.
After initial customer qualification, contracting and the
receipt of a purchase order, we ship and install our platforms and solutions on the customer premises. Via American Robotics and Airobotics staff,
we are planning for deployments and providing customers with complete support for all stages of implementation. Our field service personnel remain on
location for a short period of time to ensure the programmed automated drone operations are meeting customer and regulatory
requirements and implemented successfully on-prem, on-time and on-budget.
We offer our solutions in several business models designated to
allow the required flexibility and benefits for our customers and creating recurring revenues and organic growth within our accounts:
7
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, with growth opportunities in other markets such as 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
for the development of new types of wireless connectivity for the North American Rail market as well as selected global markets in both
Europe and Asia.
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 are 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 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 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 with extended equipment warranty terms for an installed network.
These 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.
Licensing / Royalties: In certain system deployments, our
ecosystem partners may 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.
8
Our Products and Services
Ondas Autonomous Systems (OAS)
OAS provides integrated autonomous mission solutions for defense, homeland
security, public safety, and selected critical infrastructure and industrial customers. Our offerings are designed to deliver turnkey
outcomes—such as site protection, counter-drone defense, persistent aerial and ground ISR, and land intelligence—through
a Systems-of-Systems architecture that integrates autonomous platforms, sensors, communications, command-and-control, AI-enabled autonomy,
and lifecycle services.
OAS’ technology and services portfolio includes capabilities
from Airobotics (Optimus and Iron Drone Raider), Sentrycs (CoRF CUAS), 4M Defense (land intelligence for demining and UXO
clearance), Roboteam (UGVs and tactical ground robotics), and Apeiro Motion (autonomy and mobility software for robotic
platforms). Depending on customer requirements, OAS solutions may be delivered as stand-alone mission systems or as integrated deployments
combining aerial, CUAS, and ground-domain capabilities.
Integrated Solution Domains
OAS organizes its products and services around the following solution
domains:
Product and Technology Portfolio
Airobotics – Optimus SystemTM (Autonomous Aerial
Infrastructure): The Optimus SystemTM is a fully autonomous drone platform designed for continuous and multipurpose operations
across security, surveillance, and mission-critical data collection applications. Optimus is marketed as an “aerial drone infrastructure”
solution intended to enable persistent aerial ISR and automated data workflows in complex environments, including urban areas, sensitive
facilities, and remote field operations. The platform is typically deployed as a turnkey system with integrated mission execution, remote
operations, and customer workflow integration.
Airobotics – Iron Drone RaiderTM (Autonomous Interceptor
System): The Iron Drone RaiderTM is a fully autonomous interceptor drone system designed to neutralize small hostile drones that
pose threats to defense and security operations. The system is intended to support rapid response and autonomous engagement concepts,
including operation in demanding environments and the ability to integrate into broader site protection architectures. Iron Drone Raider
is designed to complement detection and tracking layers by providing an autonomous response capability as part of a multi-layer
CUAS solution.
Sentrycs – CoRF (Cyber/RF Counter-UAS Platform): CoRF is
a CUAS platform designed to detect, identify, track, and mitigate unauthorized drones using cyber and RF-based techniques. CoRF is
intended for deployment across defense, homeland security, and critical infrastructure environments, and can be integrated with other
sensors and command-and-control systems. In a Systems-of-Systems deployment, CoRF can provide a core CUAS layer that supports
both fixed-site protection and mobile operational scenarios and can be paired with response assets such as interceptor systems where required.
9
4M Defense – Land Intelligence for Demining and UXO Clearance: 4M
Defense provides land intelligence capabilities supporting missions related to demining and clearing land of unexploded ordnance
(UXO). These capabilities are intended to generate actionable land intelligence outputs that help defense forces, civil authorities, and
infrastructure operators assess contaminated areas, prioritize clearance activities, improve safety, and accelerate land restoration.
4M Defense solutions are designed to support operational planning and execution in post-conflict and high-risk environments where UXO
and battlefield remnants impede recovery and development.
Roboteam – Unmanned Ground Vehicles (UGVs) and Tactical
Robotics: Roboteam contributes unmanned ground vehicle and tactical ground robotics capabilities designed to support defense
and security missions where ground systems can reduce risk to personnel and operate in hazardous, constrained, or contested
environments. These systems can support ISR, remote operations, and mission support tasks and may be deployed independently or as part
of integrated mission solutions that combine aerial ISR and CUAS.
Apeiro Motion – Autonomy and Mobility Software for Robotic
Platforms: Apeiro Motion provides software and enabling technologies intended to enhance autonomous performance for robotic
platforms operating in complex environments. These capabilities can improve mobility, navigation, and mission execution for
ground robotic systems and support deployment in environments where operational robustness and autonomy performance are critical. Apeiro Motion
is intended to strengthen OAS’ integrated autonomy stack and support multi-domain deployments alongside aerial and CUAS solutions.
Services and Lifecycle Support
OAS complements its product portfolio with services designed to enable
successful deployment, integration, and sustainment of mission systems. Depending on the customer and mission, services may include:
● training, operational readiness, and safety planning;
● maintenance, spares, and lifecycle sustainment services;
● field services and ongoing operational support; and
● data workflows and analytics integration to support mission outcomes.
OAS’ solutions are intended to reduce customer integration burden
and accelerate time-to-value by providing an integrated operating approach that spans hardware, software, autonomy, and field 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.
Our software defined radio (“SDR”) architecture 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.
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,
primarily through docker container technology, 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 802.16t compliant equipment is designed
to optimize the performance of unused or underutilized VHF / UHF low frequencies 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.
10
The Market for Our Products and Services
OAS
The total addressable market (“TAM”)
of OAS is measured at over $100 billion in size according to management estimates and independent third-party research. The
TAM comprises the potential value of Ondas’ Optimus System in the global defense and civil UAV market and in the drone
services market and the addressable market of the Iron-Drone Raider system in the Counter-Unmanned Aircraft Systems (C-UAS) markets.
Ondas competes in the large drone markets which
was valued by a study by Grand View Research at $83.7 billion in 2025 and forecasted to grow further at a compound annual growth
rate of 14% reaching $160.6 billion by 2030. In addition, Ondas provides drone services including drone data and data analytics
based on multiple various sensors, in addition to maintenance, repair and operational service. According to Fortune Business
Insights, drone market services is valued at $32.1 billion in 2025 and projected to grow to $213.9 billion by
2032. In the US, the FAA anticipates that the growth rate in the commercial drone sector will remain high over the next few
years. This is primarily driven by the regulatory clarity that Part 107 rules continue to provide to industry. This is further
supported by the Operations Over People final rule, published on December 28, 2020, which is the latest incremental step towards further
integration of small drones into the national airspace. Ondas has secured a key position within this market, holding the first FAA Airworthiness
Type Certificate, allowing it to apply to fly its drones in complex populated environments.
In addition to the Optimus System and its related
drone services, Ondas also competes in the C-UAS market providing the Iron-Drone Raider system for counter drone kinetic interception.
The growing C-UAS technology market has been valued at $3.1 billion in a recent study published by Grand View Research in 2025
and is forecasted to grow at a compound annual growth rate of 27.2% to $10.6 billion by 2030. We believe these studies underestimate
the potential market size, because they don’t fully consider the potential effect of security vulnerabilities on the value of the
activities the C-UAS equipment protects and enables, in sensitive locations such as major sporting events, and the protection of industrial
assets such as in the energy and utility sectors. Notably, although the North American C-UAS marketplace is the largest by revenue, twelve
other regions of the world are also active in C-UAS. High-profile events in other countries involving UAS such as the war in Ukraine and
Israel. Recent research and reports from 2024 onwards highlight a significant increase in unauthorized drone activities near airports,
raising concerns about aviation safety and security. According to the US Federal Aviation Administration (FAA) over 100 reports
of drone sightings were received, near airports each month. Between November 2014 and December 2024, there were 18,891 reported drone
sightings, averaging nearly 155 per month. In the first four months of 2024 alone, the FAA recorded 326 drone-related incidents
near aircraft and airports, underscoring the escalating security risks.
Ondas Networks
We have targeted the North American 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. 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 system with significantly increased data
throughput capacity and flexibility to adopt new applications. 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. Network upgrades will support enhanced safety, improved efficiency, and increased profitability of train operations.
11
The North American Rail Network is vast in scale,
consisting of 180,000 miles of track, 30,000 locomotives, and 1.6 million railcars. Within this large footprint there are 250,000
at grade 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. Applications that improve grade crossing safety are enabled by our FullMax platform. The Class
I railroads currently operate four separate private wireless networks in support of train operations. Those networks are deployed
using spectrum in the 160 MHz, 220 MHz, 450 MHz and 900 MHz bands. 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. Based upon management estimates,
we believe the addressable market for the four private North American Railroad networks is approximately $1.3 billion.
Manufacturing, Availability and Dependence
upon Suppliers
Ondas Networks and OAS utilize outsourced
manufacturing partners in the 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. 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, 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.
OAS designs the Optimus SystemTM and the Iron
DroneTM and specifies all components 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. The building of an Optimus SystemTM and the Iron DroneTM is outsourced to best-in-class contract manufacturers
for fabrication and assembly. We utilize different contract manufacturers for the OptimusTM drone, the Iron DroneTM,
and AirbaseTM. Once complete, the contract manufacturers deliver the finished products to our facility where software is loaded,
and system-level quality assurance is performed before being packaged and shipped to the customer location for installation. OAS
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.
OAS research and development activities are headed
by Meir Kliner, President of OAS and CEO and Founder of Airobotics who is based in Petah Tikva, Israel. Mr. Kliner has led the development
of the Optimus SystemTM since 2014 and has expertise that represents a synthesis of years of managerial experience combined with
command of drone product design. Mr. Kliner’s background includes key roles in developing diverse aerial systems, ranging from recreational
to military applications and has founded several businesses, including Light and Strong, a premier manufacturer of composites for aerial
platforms in the drone industry. Mr. Kliner is supported by a development team based in Petah Tikva, Israel.
12
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 Ondas Networks 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. Mr. Shahar and his team are currently focused on expanding the applications of our
FullMAX technology in all spectrum bands used by rail operators in North America.
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 $20.9 million
and approximately $12.5 million for the years ended December 31, 2025 and 2024, 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, the OAS segment held a total
of 13 issued patents in the U.S., 24 international issued patents, and ten international pending patent applications. The OAS segment’s
patents expire between 2026 and 2042, subject to any patent extensions that may be available for such patents. The OAS segment’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.
As of this filing, the Ondas Networks segment held
a total of eight issued patents in the U.S., seven international issued patents, eight pending patent applications in the U.S., and four
international pending patent applications. The Ondas Networks segment’s patents expire between 2026 and 2040, 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 the Ondas Networks segment’s 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.
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.
Dependence on a Small Number 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. During the year ended December 31, 2025, two customers accounted for approximately $27.8 million and $5.4 million of our revenue
or approximately 55% and 11%, respectively. During the year ended December 31, 2024, three customers accounted for approximately $3.8
million, $1.9 million, and $745 thousand of our revenue or approximately 52%, 26%, and 10%, respectively. The loss of the 2025 customers
or a decrease in the business conducted with such customers could have a material adverse impact on our business, financial condition
or results of operations.
Competition
OAS
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.
13
Ondas Networks
We compete with alternatives to wireless technology,
public cellular data networks and private wireless networking products from other manufacturers. We believe that each of these competing
solutions has core weaknesses when compared to FullMAX, as described below.
Public cellular data networks:
Other private wireless products:
Alternate technologies:
Governmental Regulations
Our operations are subject to various federal,
state and local laws and regulations including: (i) authorization from the FCC and other global communications regulators for operation
in various licensed frequency bands; (ii) FAA and other global Civil Aviation Authority regulations and approvals unique to the operation
of commercial or industrial drones; (iii) customers’ licenses from the FCC; (iv) export controls and authorizations from the Department
of State, Directorate of Defense Trade Controls (DDTC) under International Traffic in Arms Regulations (ITAR) for defense articles, or
Department of Commerce, Bureau of Industry and Security (BIS) under the Export Administration Regulations (EAR) for dual use items; (v)
licensing, permitting and inspection requirements applicable to contractors, electricians and engineers; (vi) regulations relating to