Ondas Inc 8-K/A, filed Jan 27, 2026
Ondas Inc. (ONDS)
About this 8-K/A
Ondas Inc filed this 8-K/A on January 27, 2026, reporting on events of November 17, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Explanatory Note
Also on November 17, 2025, the Company entered into a Registration Rights Agreement, dated November 17, 2025, by and among the Company and the Sellers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file with the Securities and Exchange Commission (the “SEC”) prospectus supplements pursuant to Rule 424(b)(7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale by the Sellers of such issued Shares, as applicable, subject to the trading limitations as described in the Registration Rights Agreement.
The foregoing description of the Agreement and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Registration Rights Agreement, which are attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, and incorporated herein by reference.
The Company is filing this amendment to the Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 17, 2025 (the "Original 8-K"), to amend and supplement the Original 8-K ("Amendment No. 1") to include financial statements of Sentry, a foreign business, and pro forma financial information as required by Item 9.01(a) and 9.01(b) of Form 8-K. This Amendment No. 1 should be read together with the Original 8-K.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial statements of businesses acquired |
The financial statements of the business acquired required by Item 9.01(a) of Form 8-K are filed herewith as Exhibits 99.1, and 99.2 and are incorporated herein by reference.
| (b) | Pro forma financial information |
The pro forma financial information required by Item 9.01(b) of Form 8-K is filed herewith as Exhibit 99.5 and is incorporated herein by reference.
| (d) | Exhibits |
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| * | Schedules and Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 27, 2026 | ONDAS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statements (Nos. 333-290121, 333-290087, 333-286642, 333-266011, 333-260450, 333-235373, 333-276853, and 333-276852) on Form S-3, the Registration Statement (No. 333-267565) on Form S-4, and the Registration Statements (No. 333-237485, 333-260845, 333-269418, 333-276854, 333-283574, 333-287570, and 333-291731) on Form S-8 of Ondas Inc. of our report dated January 8, 2026, relating to the consolidated financial statements of Sentry CS Ltd. as of and for the year ended December 31, 2024 included in this Current Report on Form 8-K/A of Ondas Inc.
| /s/ Brightman Almagor Zohar & Co. | |
| Brightman Almagor Zohar & Co | |
| Certified Public Accountants | |
| A Firm in the Deloitte Global Network |
Tel Aviv, Israel
January 27, 2026
Exhibit 99.1
SENTRY CS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
SENTRY CS LTD.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2023
1
TO THE SHAREHOLDERS OF
SENTRY CS LTD.
Opinion
We have audited the consolidated financial statements of Sentry CS Ltd. and its subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of operations, changes in shareholders’ deficiency and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
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In performing an audit in accordance with GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
January 8, 2026
Tel Aviv, Israel
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CONSOLIDATED BALANCE SHEET
(US Dollars in thousands)
| As of December 31, | ||||||||
| Note | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | 2,266 | |||||||
| Restricted Cash | 137 | |||||||
| Trade accounts receivables | 591 | |||||||
| Inventories | 885 | |||||||
| Other current assets | 3 | 1,850 | ||||||
| Total current assets | 5,729 | |||||||
| NON-CURRENT ASSETS | ||||||||
| Property, plant and equipment, net | 4 | 1,000 | ||||||
| Right of use asset | 13 | 2,550 | ||||||
| Software, net | 5 | 71 | ||||||
| Total non-current assets | 3,621 | |||||||
| Total assets | 9,350 | |||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Short-Term Loans | 8 | 7,093 | ||||||
| Trade accounts payable | 542 | |||||||
| Short-Term lease liabilities | 13 | 612 | ||||||
| Short-Term deferred revenues | 1,624 | |||||||
| Other current liabilities | 6 | 2,248 | ||||||
| Total current liabilities | 12,119 | |||||||
| Long-Term deferred revenues | 453 | |||||||
| Long-Term lease liabilities | 13 | 1,984 | ||||||
| Total long-term liabilities | 2,437 | |||||||
| COMMITMENTS AND CONTINGENT LIABILITIES | 9 | |||||||
| SHAREHOLDERS’ DEFICIENCY | 7 | |||||||
| Ordinary shares | 10 | |||||||
| Ordinary shares A | 10 | |||||||
| Series B Preferred Shares | 3 | |||||||
| Series C Preferred Shares | 3 | |||||||
| Additional paid-in capital | 44,670 | |||||||
| Accumulated deficit | (49,902 | ) | ||||||
| Total shareholders’ deficiency | (5,206 | ) | ||||||
| Total liabilities and shareholders’ deficiency | 9,350 | |||||||
| January 8, 2026 | |||
| Date of approval | Tal Cohen, Director |
The accompanying notes are an integral part of the consolidated financial statements.
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CONSOLIDATED STATEMENT OF OPERATIONS
(US Dollars in thousands)
| Year ended December 31, | ||||||||
| Note | 2024 | |||||||
| Sales | 11,348 | |||||||
| Cost of sales | 3,191 | |||||||
| Gross profit | 8,157 | |||||||
| Research and development expenses | 10 | 11,363 | ||||||
| Sales and marketing expenses | 11 | 6,410 | ||||||
| General and administrative expenses | 12 | 3,706 | ||||||
| Operating loss | 13,322 | |||||||
| Financial expenses, net | 192 | |||||||
| Net loss | 13,514 | |||||||
The accompanying notes are an integral part of the consolidated financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY
(US Dollars in thousands, except share data)
| Ordinary Shares | Series
A Preferred Shares | Series
B Preferred Shares | Series
C Preferred Shares | Additional Paid-in | Accumulated | ||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | Number | Amount | Capital | deficit | Total | |||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | 3,607,313 | 10 | 3,600,000 | 10 | 1,066,299 | 3 | - | - | 36,095 | (36,388 | ) | (270 | ) | ||||||||||||||||||||||||||||||
| Conversion of short-term loans to preferred shares | - | - | - | - | - | - | 967,142 | 3 | 5,892 | - | 5,895 | ||||||||||||||||||||||||||||||||
| Share based compensation | - | - | - | - | - | - | - | - | 1,398 | - | 1,398 | ||||||||||||||||||||||||||||||||
| Exercise of options | 9,500 | (* | ) | - | - | - | - | - | - | (* | ) | - | (* | ) | |||||||||||||||||||||||||||||
| Shareholder contribution | - | - | - | - | - | - | - | - | 1,285 | - | 1,285 | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (13,514 | ) | (13,514 | ) | ||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | 3,616,813 | 10 | 3,600,000 | 10 | 1,066,299 | 3 | 967,142 | 3 | 44,670 | (49,902 | ) | (5,206 | ) | ||||||||||||||||||||||||||||||
| (*) | Represent a number smaller than $1. |
The accompanying notes are an integral part of the consolidated financial statements.
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CONSOLIDATED STATEMENT OF CASH FLOWS
(US Dollars in thousands)
| Year ended December 31, | ||||
| 2024 | ||||
| CASH FLOWS - OPERATING ACTIVITIES | ||||
| Net loss | (13,514 | ) | ||
| Adjustments to reconcile net loss to net cash in operating activities: | ||||
| Depreciation | 154 | |||
| Share based compensation | 1,398 | |||
| Leases non-cash expenses | 46 | |||
| Increase in trade accounts receivables | (51 | ) | ||
| Decrease (increase) in inventories | 907 | |||
| Increase in other current assets | (1,363 | ) | ||
| Increase (decrease) in trade accounts payable | 280 | |||
| Increase in deferred revenue | 2,077 | |||
| Increase in other current liabilities | 242 | |||
| Net cash used in operating activities | (9,824 | ) | ||
| CASH FLOWS - INVESTING ACTIVITIES | ||||
| Restricted deposit | - | |||
| Additions to property, equipment and software | (733 | ) | ||
| Net cash used in investing activities | (733 | ) | ||
| CASH FLOWS - FINANCING ACTIVITIES | ||||
| Shareholder contribution | 1,285 | |||
| Receipt of short-term loans from related party | 7,713 | |||
| Net cash provided by financing activities | 8,998 | |||
| Increase (decrease) in cash, cash equivalents and restricted cash | (1,559 | ) | ||
| Cash and cash equivalents and restricted cash beginning of year | 3,962 | |||
| Cash and cash equivalents and restricted cash end of year | 2,403 | |||
| NON-CASH ACTIVITIES | ||||
| Conversion of short-term loans to Preferred Shares and APIC | 5,895 | |||
| Obtaining a right-of-use asset in exchange for a lease liability | 2,596 | |||
| 8,491 | ||||
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 1 - GENERAL
| A. | Description of Business and Formation of the Company: |
| 1. | SENTRY CS LTD (hereinafter - “the Company”) was incorporated in Israel on July 28, 2016 and began operations during September 2016. |
During December 2017, the Company established a wholly owned US subsidiary (Sentrycs Inc.).
During July 2024, the Company established a wholly owned subsidiary in Netherlands (Sentrycs CS B.V.).
| 2. | The Company addresses the issue of the unmonitored or malicious use of commercial drones near or above secure areas and protects these areas from various threats such as public disorder, smuggling and rights violations of airspaces. |
| 3. | On January 25, 2022 the District Court in Tel Aviv (“the court”) appointed Adv. Uri Gaon as the interim trustee of the company. On February 28, 2022, the Court ordered the initiation of proceedings for the Company and appointed Adv. Uri Gaon as the permanent trustee of the Company. On September 21, 2022, the court approved the sale agreement that was reached between the trustee and the buyer, Sagitta Holdco SARL B268651 (hereinafter - “the Buyer”), for the purchase of the Company. In accordance with the court’s approval, the trustee signed the sale agreement on November 13, 2022. On December 4, 2022, the court ordered the allocation of 3,600,000 shares of the Company to the ownership of the Buyer and the cancellation of the remaining shares of the Company (of their various types). Accordingly, on January 18, 2023, the shares were allocated as mentioned. |
| 4. | On November 3, 2025, the Company entered into a share purchase agreement with Ondas Holdings Inc. (“Ondas”) pursuant to which Ondas agreed to acquire 100% of the issued and outstanding share capital of the Company. The transaction was consummated on November 17, 2025, and Ondas became the sole shareholder of the Company. The transaction represents a change in control and did not result in any proceeds being received by the Company. Accordingly, no adjustments have been made to these financial statements as of December 31, 2024 in respect of this transaction. |
| B. | Risk factors: |
The Company has a limited operating history and faces several risks, among them: the effects of technological changes, competition, and the development of new products. Additionally, other risk factors exist such as the nature of the Company’s distribution channels, the ability to manage growth, the loss of key personnel, and the effect of planned expansion of operations on the future results of the Company. The consolidated financial statements of the Company reflect a net loss in the amount of $13,514 and negative cash flows from operating activities in the amount of $9,824 for the year ended December 31, 2024. In addition, the Company anticipates that it may continue to incur significant operating costs and losses in connection with the development of its products and with increased business development efforts. The Company has not yet generated sufficient revenues from its operations to fund its full activities and therefore it depends on outside financing and continuation support of its shareholder.
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SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 1 - GENERAL (cont.)
| C. | Definitions: |
| The Company | - | Sentry CS Ltd. |
| CPI | - | The Israeli Consumer Price Index |
| NIS | - | The New Israeli Shekel |
| $, US$, USD or dollar | - | The US dollar |
| D. | Iron-Swords War: |
On October 7, 2023, the State of Israel suffered a surprise attack, which led to the declaration of the ‘Iron Swords’ War (the “War”). The War is on-going as of the issuance date of these consolidated financial statements. As of the issuance date of these consolidated financial statements, the Company didn’t identify significant impact of the War on its operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
| A. | Basis Of Presentation |
The consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation.
| B. | Use Of Estimates |
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
| C. | Functional Currency, Exchange Rates and Linkage Basis |
| (1) | The functional currency of the Company is the US dollar, as the US dollar is the primary currency of the economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. |
| (2) | Assets and liabilities denominated in foreign currency or linked thereto, have been included in the consolidated financial statements based on the representative exchange rates in effect as of the balance sheet date. |
| (3) | Assets and liabilities that are linked to the CPI are included at the relevant index in respect of each asset or liability. |
| (4) | Exchange rate and linkage differences are charged to the consolidated statement of operations as incurred. |
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SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| (5) | Data in respect of the NIS/USD exchange rate and the CPI: |
| As of: | CPI | NIS/USD | ||||||
| December 31, 2024 | 115.0 | 3.647 | ||||||
| % | % | |||||||
| Increase during: | ||||||||
| Year ended December 31, 2024 | 3.2 | 0.5 | ||||||
| C. | Cash and Cash Equivalents |
Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired.
| D. | Allowances for Doubtful Accounts |
The allowance for doubtful accounts is determined specifically for debts that in the opinion of the Company’s management are doubtful of collection.
| E. | Short-term Bank Deposits |
Bank deposits with maturities of more than three months but less than one year are included in short-term deposits. The deposits are presented at their cost, including accrued interest.
| F. | Property, Plant and Equipment |
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:
| % | ||||
| R&D equipment | 15-33 | |||
| Furniture and office equipment | 7 | |||
| Computers | 33 | |||
The Company’s property and equipment and certain identifiable intangible assets are reviewed for impairment in accordance with ASC 360, “Property, Plant, and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were recorded.
10
SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| H. | Revenue Recognition |
The Company adopted ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), on January 1, 2019 using the full retrospective method, which restate the prior reporting period presented.
Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for contracts that are within the scope of ASC 606, the following five steps are taken:
1) Identify the contract(s) with a customer
A contract with a customer exists when (i) an entity enter into an enforceable contract with the customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation.
3) Determine the transaction price
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. The timing of transfer of goods and services to the customer is compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, the Company do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price, if it assessed that a significant future reversal of cumulative revenue under the contract will not occur.
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SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
4) Allocate the transaction price to the performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct goods or services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, an entity has to determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. The Company allocate the variable amount to one or more distinct performance obligations but not all or to one or more distinct services that forms a part of a single performance obligation, when the payment terms of the variable amount relate solely to the efforts to satisfy that distinct performance obligation and it results in an allocation that is consistent with the overall allocation objective of ASC 606. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. Standalone selling price (“SSP”) is determined based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, the Company estimate the SSP taking into account available information such as market conditions, competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.
5) Recognize revenue when (or as) the entity satisfies a performance obligation
The Company satisfy performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. In the case of contracts that include customer acceptance criteria, revenue is not recognized until the Company can objectively conclude that the product or service meets the agreed-upon specifications in the contract. Service revenues recognize ratably over the contractual term.
| I. | Research and Development Costs |
Research and development costs are charged to the consolidated statements of operations as incurred. ASC 985-20, “Software- Costs of Software to Be Sold, Leased, or Marketed”, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility.
Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company between completion of the working models and the point at which the products are ready for general release, have been insignificant. Therefore, all research and development costs are expensed as incurred.
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SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| J. | Income Taxes |
The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes”. This codification prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and for carry-forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
| K. | Share-Based Compensation |
The Company accounts for share-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC No. 718”). ASC No. 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations.
The Company recognizes compensation expenses for the value of its awards granted based on the straight line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC No. 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The Company selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected share price, volatility and the expected option term.
The fair value of ordinary share underlying the options has historically been determined by management and the board of directors. Because there has been no public market for the Company’s ordinary shares, the board of directors has determined fair value of an ordinary share at the time of grant of the option by considering a number of objective and subjective factors including financing investment rounds, operating and financial performance, the lack of liquidity of share capital and general and industry specific economic outlook, amongst other factors. The fair value of the underlying ordinary shares will be determined by the board of directors until such time as the Company’s ordinary shares are listed on an established stock exchange. The Company’s board of directors determined the fair value of ordinary shares based on valuations performed.
The Company applies ASC No. 718 and ASC No. 505-50 “Equity Based Payments to Non-Employees” (“ASC No. 505-50”) with respect to options and warrants issued to non-employees consultants. ASC No. 718 requires the use of option valuation models to measure the fair value of the options and warrants at the date of grant.
13
SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| J. | Leases ASC - 842 |
The Company accounts for lease in accordance with ASC 842, “Leases” (“ASC No. 842”). The Company adopted ASC 842 effective January 1, 2022, using the modified retrospective method, whereby a cumulative effect adjustment was made as of the date of initial application. The Company also applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases, (ii) the classification of the lease and (iii) initial direct costs for any existing leases.
For contracts entered on or after the effective date, at the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on:
(1) whether the contract involves the use of a distinct identified asset.
(2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period.
(3) whether it has the right to direct the use of the asset.
Operating ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date to determine the present value of future payments. The lease term includes all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Operating lease expense is recognized on a straight-line basis over the lease term and is included in operating expenses in the consolidated statements of operations.
Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or lease liabilities. These are expensed as incurred and recorded as variable lease expense. The Company has material non-functional currency leases. Lease liabilities in respect of leases denominated in a foreign currency are remeasured using the exchange rate at each reporting date. Lease assets are measured at historical rates, which are not affected by subsequent changes in the exchange rates.
NOTE 3 - OTHER CURRENT ASSETS
| As of December 31, | ||||
| 2024 | ||||
| Prepaid expenses | 216 | |||
| Short term deposit | 6 | |||
| Advances to vendors | 1,524 | |||
| Others | 104 | |||
| 1,850 | ||||
14
SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT, NET
| As of December 31, | ||||
| 2024 | ||||
| Cost | ||||
| R&D equipment | 926 | |||
| Furniture and office equipment | 136 | |||
| Computers | 214 | |||
| Leasehold improvements | 111 | |||
| 1,387 | ||||
| Accumulated Depreciation | ||||
| R&D equipment | 238 | |||
| Furniture and office equipment | 19 | |||
| Computers | 127 | |||
| Leasehold improvements | 3 | |||
| 387 | ||||
| Net book value | 1,000 | |||
NOTE 5 - SOFTWARE, NET
| As of December 31, | ||||
| 2024 | ||||
| Cost | 199 | |||
| Accumulated Depreciation | 128 | |||
| Software, net | 71 | |||
NOTE 6 - OTHER CURRENT LIABILITIES
| As of December 31, | ||||
| 2024 | ||||
| Payroll and social benefits | 2013 | |||
| Accrued expenses and other | 235 | |||
| 2,248 | ||||
15
SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 7 - SHAREHOLDERS’ EQUITY
| A. | Compositation: |
| Compensation as of December 31, | ||||||||
| 2024 | ||||||||
| Authorized | Issued and Outstanding | |||||||
| Ordinary shares of NIS 0.01 par value | 93,933,501 | 3,616,813 | ||||||
| Ordinary shares A of NIS 0.01 par value | 200 | - | ||||||
| Series A Preferred Shares of NIS 0.01 par value | 5,000,000 | 3,600,000 | ||||||
| Series B Preferred Shares of NIS 0.01 par value | 1,066,299 | 1,066,299 | ||||||
| Series C Preferred Shares of NIS 0.01 par value | 967,142 | 967,142 | ||||||
| B. | Stock Option Plan: |
In March 2023, the Company’s Board of Directors approved a Stock Option Plan (the “Plan”). Under the Plan, options may be granted to employees, directors, consultants, and other service providers of the Company. 2,800,000 Ordinary shares Each option granted under the Plan is exercisable until 10 years from the date of grant.
A summary of the activity in options in 2024 is as follows:
| Year ended | ||||||||
| December 31, 2024 | ||||||||
| Number of options | Weighted average exercise price | |||||||
| Outstanding at beginning of year | 2,051,750 | $ | 0.0 | |||||
| Granted | 142,000 | $ | 0.0 | |||||
| Exercised | 842,938 | $ | 0.0 | |||||
| Forfeited | 12,187 | $ | 0.0 | |||||
| Outstanding at end of year | 1,338,625 | $ | 0.0 | |||||
| Exercisable at end of year | 304,244 | $ | 0.0 | |||||
NOTE 8 - RELATED PARTIES
Balances with related parties:
| Year ended December 31, | ||||
| 2024 | ||||
| Shor-term Loans to Pay | 7,093 | |||
16
SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES
| A. | Employee retirement obligations, net |
All of the employees of the Company have signed Section 14 of the Severance Pay Law and, accordingly, the obligations in their respect
are fully covered by payments to a severance fund and insurance companies under managerial insurance policies. In respect of employees
that have not signed Section 14, the Company makes a provision for severance pay in accordance with the Severance Pay Law.
| B. | Guarantees |
As of December 31, 2024, the Company has a bank guarantee, in the amounts of $105,193, in accordance with a lease agreement for an operating lease to secure its lease commitment.
NOTE 10 - RESEARCH AND DEVELOPMENT EXPENSES
| Year ended December 31, | ||||
| 2024 | ||||
| Salaries and related | 9,402 | |||
| Vehicle and travels | 55 | |||
| Travels abroad | 36 | |||
| Consultation | 1,051 | |||
| Subcontractors | 138 | |||
| Computing | 201 | |||
| Others | 480 | |||
| 11,363 | ||||
NOTE 11 - SALES AND MARKETING EXPENSES
| Year ended December 31, | ||||
| 2024 | ||||
| Salaries and related | 3,390 | |||
| Travels abroad | 1,036 | |||
| Consultation | 879 | |||
| Subcontractors | 67 | |||
| Computing | 154 | |||
| Others | 881 | |||
| 6,410 | ||||
17
SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 12 - GENERAL AND ADMINISTRATIVE EXPENSES
| Year ended December 31, | ||||
| 2024 | ||||
| Salaries and related | 1,858 | |||
| Rent and maintenance | 944 | |||
| Consultation | 306 | |||
| Computing | 167 | |||
| Others | 431 | |||
| 3,706 | ||||
NOTE 13 - LEASES
Undiscounted maturities of operating lease payments as of December 31, 2024, are summarized as follows:
| Year | December 31, 2024 | |||
| 2025 | 612 | |||
| 2026 | 627 | |||
| Thereafter | 1,357 | |||
| Total future lease payments | 2,596 | |||
| December 31, 2024 | ||||
| Operating lease weighted average remaining lease term (in years) | 4 | |||
| Operating lease weighted average discount rate | 0.619 | % | ||
NOTE 14 - TAXES ON INCOME
| A. | Corporate Taxation |
The Company is subject to Israeli corporate tax rate of 23% for the years ended December 31, 2024 and 2023.
The US subsidiary is subject to Federal corporate tax rate of 21% for the year ended December 31, 2024.
| B. | Net loss carryforward: |
As of December 31, 2024, the Company has an accumulated tax loss carryforward of approximately $31.6 thousands in Israel, which may be carried forward and offset against taxable income in the future for an indefinite period.
| C. | Tax assessments |
The Company received final tax assessments in Israel through the year ended December 31, 2017.
18
SENTRY CS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US Dollars in thousands)
NOTE 14 - TAXES ON INCOME (Cont.)
| D. | Deferred income taxes |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
As of December 31, 2024, the Company has provided valuation allowances of $7.3 thousand in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.
NOTE 15 - SUBSEQUENT EVENT
| A. | In March 2025, the Company entered into a share agreement with its shareholder according to which the shareholder converted a loan in the amount of $9,351 to 1,533,924 Preferred D shares. |
| B. | See note 1.A.4 |
19
Exhibit 99.2
SENTRY CS LTD.
UNAUDITED CONDENCED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2025
SENTRY CS LTD.
UNAUDITED CONCOLIDATED CONDENSED BALANCE SHEET
(US Dollars in thousands)
| As of September 30, 2025 | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 1,594 | ||
| Trade account receivables | 3,598 | |||
| Inventories | 1,504 | |||
| Other current assets | 1,364 | |||
| Total current assets | 8,060 | |||
| Property, plant and equipment, net | 1,638 | |||
| Right of use asset | 2,010 | |||
| Software, net | 60 | |||
| Total assets | $ | 11,768 | ||
| Liabilities and shareholders’ deficiency | ||||
| Current liabilities | ||||
| Note payable, related party | $ | 4,045 | ||
| Trade accounts payable | 1,210 | |||
| Lease liabilities | 611 | |||
| Deferred revenues | 3,176 | |||
| Other current liabilities | 3,021 | |||
| Total current liabilities | 12,063 | |||
| Lease liability | 1,645 | |||
| Deferred revenues | 154 | |||
| Total liabilities | 13,863 | |||
| Commitments and contingent liabilities | ||||
| Shareholders’ equity | ||||
| Ordinary shares | 10 | |||
| Ordinary shares A | 10 | |||
| Series B Preferred Shares | 3 | |||
| Series C Preferred Shares | 3 | |||
| Series D Preferred Shares | 5 | |||
| Additional paid-in capital | 54,148 | |||
| Accumulated deficit | (56,273 | ) | ||
| Total shareholders’ deficiency | (2,094 | ) | ||
| Total liabilities and shareholders’ deficiency | $ | 11,768 | ||
The accompanying notes are an integral part of the consolidated condensed financial statements.
1
SENTRY CS LTD.
UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF OPERATIONS
(US Dollars in thousands)
| Nine months ended September 30, 2025 | ||||
| Sales | $ | 16,309 | ||
| Cost of sales | 3,870 | |||
| Gross profit | 12,439 | |||
| Operating expenses | ||||
| Research and development expenses | 10,269 | |||
| Sales and marketing expenses | 5,671 | |||
| General and administrative expenses | 2,638 | |||
| Total operating expenses | 18,578 | |||
| Operating loss | 6,139 | |||
| Financial expenses, net | 232 | |||
| Net loss | $ | 6,371 | ||
The accompanying notes are an integral part of the consolidated condensed financial statements.
2
SENTRY CS LTD.
UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICENCY
(US Dollars in thousands)
| Ordinary shares | Series A | Series B | Series C | Series D | Additional paid-in | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | capital | deficit | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 3,616,813 | 10 | 3,600,000 | 10 | 1,066,299 | 3 | 967,142 | 3 | ─ | ─ | 44,670 | (49,902 | ) | (5,206 | ) | |||||||||||||||||||||||||||||||||||||
| Conversion of short-term loans to shares | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,533,924 | 5 | 9,347 | ─ | 9,352 | |||||||||||||||||||||||||||||||||||||||
| Share based compensation | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 131 | ─ | 131 | |||||||||||||||||||||||||||||||||||||||
| Exercise of options | 60,125 | (* | ) | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ||||||||||||||||||||||||||||||||||||||
| Shareholder contribution | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | |||||||||||||||||||||||||||||||||||||||
| Net loss | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | (6,371 | ) | (6,371 | ) | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | 3,676,938 | 10 | 3,600,000 | 10 | 1,066,299 | 3 | 967,142 | 3 | 1,533,924 | 5 | 54,148 | (56,273 | ) | (2,094 | ) | |||||||||||||||||||||||||||||||||||||
| (*) | Represent a number smaller than $1. |
The accompanying notes are an integral part of the consolidated condensed financial statements.
3
SENTRY CS LTD.
UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(US Dollars in thousands)
| Nine months ended September 30, 2025 | ||||
| Cash flows from operating activities | ||||
| Net loss | $ | (6,371 | ) | |
| Adjustments to reconcile net loss to net cash in operating activities | ||||
| Noncash items | ||||
| Depreciation | 227 | |||
| Share based compensation | 131 | |||
| Leases non-cash expenses | 201 | |||
| Increase in trade accounts receivables | (3,007 | ) | ||
| Increase in inventories | (619 | ) | ||
| Decrease in other current assets | 486 | |||
| Increase in trade accounts payable | 668 | |||
| Increase in deferred revenue | 1,253 | |||
| Increase in other current liabilities | 773 | |||
| Net cash used in operating activities | (6,258 | ) | ||
| Cash flows from investing activities | ||||
| Additions to property, equipment and software | (855 | ) | ||
| Net cash used in investing activities | (855 | ) | ||
| Cash flows from financial activities | ||||
| Short-term loans from related party | 6,304 | |||
| Net cash provided by financing activities | 6,304 | |||
| Decrease in cash, cash equivalents and restricted cash | (809 | ) | ||
| Cash and cash equivalents beginning of period | 2,403 | |||
| Cash and cash equivalents end of period | $ | 1,594 | ||
| Non-cash activities | ||||
| Conversion of short-term loans to APIC | $ | 9,352 | ||
The accompanying notes are an integral part of the consolidated condensed financial statements.
4
SENTRY CS LTD.
NOTES TO THE UNAUDITED CONCOLIDATED CONDENSED FINANCIAL STATEMENTS
(US Dollars in thousands)
Note 1 – General
| A. | SENTRY CS LTD (hereinafter - “the Company”) was incorporated in Israel on July 28, 2016 and began operations during September 2016. During December 2017, the Company established a wholly owned US subsidiary (Sentrycs Inc.). During July 2024, the Company established a wholly owned subsidiary in Netherlands (Sentrycs CS B.V.). |
The Company addresses the issue of the unmonitored or malicious use of commercial drones near or above secure areas and protects these areas from various threats such as public disorder, smuggling and rights violations of airspaces.
| B. | These condensed interim consolidated financial statements have been prepared as of September 30, 2025 and for the nine month period then ended. These condensed interim consolidated financial statements should be read in conjunction with the Company’s most recent annual financial statements and accompanying notes. |
| C. | As of September 30, 2025 the Company incurred accumulated losses of $56,273 and has negative operating cash flow of $6,258 for the nine-month period ended then. As of September 30, 2025 the Company has $1,594 in cash and cash equivalent and additional financing is essential in order to carry out its objective operation. |
The Company has a limited operating history and faces several risks, among them: the effects of technological changes, competition, and the development of new products. Additionally, other risk factors exist such as the nature of the Company’s distribution channels, the ability to manage growth, the loss of key personnel, and the effect of planned expansion of operations on the future results of the Company. The Company has not yet generated sufficient revenues from its operations to fund its full activities and therefore it depends on outside financing and continuation support of its shareholder.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies that have been applied in the preparation of the condensed consolidated interim financial statements are identical to those that were applied in preparation of the Company’s most recent annual financial statements.
NOTE 3 – ADDITIONAL INFORMATION
In March 2025, the Company entered into a share agreement with its shareholder according to which the shareholder converted a loan in the amount of $9,351 to 1,533,924 Preferred D shares.
On November 3, 2025, the Company entered into a share purchase agreement with Ondas Holdings Inc. (“Ondas”) pursuant to which Ondas agreed to acquire 100% of the issued and outstanding share capital of the Company. The transaction was consummated on November 17, 2025, and Ondas became the sole shareholder of the Company. The transaction represents a change in control and did not result in any proceeds being received by the Company. Accordingly, no adjustments have been made to these financial statements as of December 31, 2024 in respect of this transaction.
5
Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On November 3, 2025, Ondas Inc. (“Ondas” or “the Company”) and Sentry CS Ltd. (“Sentry”), a company organized under the laws of the State of Israel, entered into a Share Purchase Agreement (the “Agreement”), by and between the Company, Sentry, Sentry’s shareholders listed on Exhibit B thereto (the “Sentry Shareholders”), and Sagitta Holdco SARL, a private limited liability company organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 15, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B268651, solely in its capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement) (the “Shareholders’ Agent,” together with the Sentry Shareholders, the “Sellers”).
On November 17, 2025 (the “Closing Date”), the Company completed the acquisition of Sentry, by and among the Company, Sentry, Sentry’s Shareholders, and Sagitta Holdco SARL, solely in its capacity as the Shareholders’ Agent, together with the Sellers. Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding share capital of Sentry, for an aggregate purchase price of $224.6 million consisting of cash and shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (“the Acquisition”).
Sentry is a global leader in Cyber-over-RF (“CoRF”) Counter-UAS technology, delivering safe, precise, and regulation-compliant drone detection and mitigation solutions to defense, homeland security, and critical-infrastructure customers worldwide. Headquartered in Israel with operations across 25 countries, Sentry proprietary CoRF technology operates at the communication-protocol layer, enabling authorities and military forces to identify, locate, and take control of unauthorized drones within seconds-without jamming, spoofing, or collateral interference. Sentry’s software-defined, modular platform supports fixed, mobile, and tactical configurations, providing scalable protection for airports, borders, bases, and sensitive facilities. Recognized for its ease of deployment, interoperability, and combat-proven performance, Sentry continues to set the standard for next-generation Counter-UAS solutions in both defense and civilian environments.
The unaudited pro forma condensed combined balance sheet as of September 30, 2025, gives effect to the Acquisition as if the transactions had been completed on September 30, 2025, and combines the unaudited condensed consolidated balance sheet of the Company as of September 30, 2025, with Sentry’s unaudited condensed consolidated balance sheet as of September 30, 2025.
The unaudited pro forma combined Statement of Operations for the year ended December 31, 2024, and unaudited pro forma combined condensed Statement of Operations for the nine-month period ended September 30, 2025, gives effect to the transactions as if they occurred on January 1, 2024, the first day of the Company’s fiscal year 2024, and combines the historical results of the Company and Sentry. The unaudited pro forma combined Statement of Operations for the fiscal year ended December 31, 2024, combines the audited consolidated Statement of Operations of the Company for the fiscal year ended December 31, 2024, and Sentry’s audited consolidated Statement of Operations for the fiscal year ended December 31, 2024. The unaudited pro forma condensed combined Statement of Operations for the nine-month period ended September 30, 2025, combines the unaudited consolidated condensed combined Statement of Operations of the Company for the nine-month period ended September 30, 2025, with Sentry’s unaudited condensed consolidated Statement of Operations for the nine-month period ended September 30, 2025.
The historical financial statements of the Company and Sentry have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Acquisition in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable.
The unaudited pro forma condensed combined financial information and related notes are derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are contained in, or incorporated by reference into, as applicable, this filing:
| ● | The accompanying notes to the unaudited pro forma condensed combined financial information; |
| ● | The audited financial statements of Ondas Inc. as of and for the fiscal year ended December 31, 2024, and the related notes, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2025 (the “2024 Annual Report on Form 10-K”); |
| ● | The unaudited financial statements of Ondas Inc. as of and for the nine months ended September 30, 2025, and the related notes, included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, as filed with the SEC on November 13, 2025; |
| ● | The audited financial statements of Sentry as of and for the fiscal year ended December 31, 2024, and related notes, included as Exhibit 99.1 to this Current Report on Form 8-K/A. |
| ● | The unaudited financial statements of Sentry as of and for the nine months ended September 30, 2025, and the related notes, included as Exhibit 99.2 to this Current Report on Form 8-K/A. |
Description of the Acquisition
Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding share capital of Sentry, for an aggregate purchase price of $224.6 million, consisting of $134.1 million in cash and shares of Common Stock valued at $90.6 million. This aggregate purchase price reflects the working capital adjustments made at closing pursuant to the Agreement. The Company paid $149.6 million on the Closing Date, consisting of $120.2 million in cash and 4,096,700 shares of Common Stock valued at $29.4 million. The Company paid $25 million at the Second Payment Date (as defined in the Agreement), consisting of $4.6 million in cash, and 1,671,899 shares of Common Stock valued at $20.4 million pursuant to the Agreement. The Company paid $25 million at the Third Payment Date (as defined in the Agreement), consisting of $4.6 million in cash, and 1,622,607 shares of Common Stock valued at $20.4 million. The Company expects to make payments totaling $25 million at the Fourth Payment Date (as defined in the Agreement), consisting of $4.6 million in cash, and shares of Common Stock valued at $20.4 million, pursuant to the Agreement.
The Sellers shall be subject to daily trading volume limitations, whereby all such Sellers may not sell, in the aggregate, any Common Stock issued to such Sellers pursuant to the Agreement on any trading market in any single trading day to the extent such sales would exceed ten percent (10%) of the average daily trading volume of such stock as reported on the principal trading market on which the Common Stock is listed, calculated based on the ten (10) consecutive trading days immediately preceding the relevant date of determination.
Accounting for the Acquisition
The Acquisition is accounted for as a business combination using the acquisition method with Ondas Inc. as the accounting acquirer in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations. Under this method of accounting, the estimated U.S. GAAP purchase price will be allocated to Sentry assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Acquisition. The process of valuing the net assets of Sentry immediately before the Acquisition, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate acquisition consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1, Basis of presentation, for more information.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. All financial data included in the unaudited pro forma condensed combined financial information is presented in USD thousands, unless noted otherwise, and has been prepared based on U.S. GAAP and the Company’s accounting policies. The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisition had been completed on the dates set forth above, nor is it intended to be indicative of the future results or financial position of the combined company.
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 30, 2025
(amounts in thousands)
| Ondas Inc. historical | Sentry CS Ltd. historical | Transaction accounting adjustments | Notes | Pro forma combined | ||||||||||||||
| Assets | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 432,817 | $ | 1,594 | (120,195 | ) | 4(a) | $ | 314,216 | |||||||||
| Restricted cash | 577 | ─ | ─ | 577 | ||||||||||||||
| Certificates of deposit | 918 | ─ | ─ | 918 | ||||||||||||||
| Investments in marketable equity securities | 17,893 | ─ | ─ | 17,893 | ||||||||||||||
| Accounts receivable, net | 5,223 | 3,598 | ─ | 8,821 | ||||||||||||||
| Inventory, net | 12,523 | 1,504 | ─ | 14,027 | ||||||||||||||
| Other current assets | 8,926 | 1,364 | ─ | 10,290 | ||||||||||||||
| Total current assets | 478,877 | 8,060 | (120,195 | ) | 366,742 | |||||||||||||
| Property, plant and equipment, net | 2,595 | 1,638 | ─ | 4,233 | ||||||||||||||
| Goodwill, net | 34,774 | ─ | 142,902 | 4(b) | 177,676 | |||||||||||||
| Intangible assets, net | 28,120 | ─ | 84,460 | 4(c) | 112,580 | |||||||||||||
| Software, net | ─ | 60 | (60 | ) | 5(a) | ─ | ||||||||||||
| Long-term equity investments | 587 | ─ | ─ | 587 | ||||||||||||||
| Deposits and other assets | 663 | ─ | ─ | 663 | ||||||||||||||
| Operating lease right of use assets | 4,535 | 2,010 | ─ | 6,545 | ||||||||||||||
| Total assets | $ | 550,151 | $ | 11,768 | $ | 107,107 | $ | 669,026 | ||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | 8,377 | 1,210 | ─ | 9,587 | ||||||||||||||
| Operating lease liabilities | 1,635 | 611 | ─ | 2,246 | ||||||||||||||
| Accrued expenses and other current liabilities | 7,369 | 3,021 | 450 | 4(d) | 10,840 | |||||||||||||
| Notes payable, net of unamortized debt discount and issuance costs of $0, related party | 1,500 | ─ | ─ | 1,500 | ||||||||||||||
| Convertible notes payable, net of unamortized debt discount and issuance cost of $55 thousand, related party | 5,415 | ─ | ─ | 5,415 | ||||||||||||||
| Convertible notes payable, net of unamortized debt discount and issuance cost of $121 thousand | 4,109 | ─ | ─ | 4,109 | ||||||||||||||
| Sentry note payable, related party | ─ | 4,045 | (4,045 | ) | 4(h) | ─ | ||||||||||||
| Deferred revenue | 2,098 | 3,176 | ─ | 5,274 | ||||||||||||||
| Government grant liability | 805 | ─ | ─ | 805 | ||||||||||||||
| Accrued purchase consideration | ─ | ─ | 75,000 | 4(a) | 75,000 | |||||||||||||
| Total current liabilities | 31,308 | 12,063 | 71,405 | 114,776 | ||||||||||||||
| Notes payable | 300 | ─ | ─ | 300 | ||||||||||||||
| Convertible notes payable, net of current, net of unamortized debt discount and issuance cost | ─ | ─ | ─ | ─ | ||||||||||||||
| Accrued interest | 23 | ─ | ─ | 23 | ||||||||||||||
| Government grant liability, net of current | 2,166 | ─ | ─ | 2,166 | ||||||||||||||
| Long-term deferred revenues | ─ | 154 | ─ | 154 | ||||||||||||||
| Operating lease liabilities, net of current | 5,012 | 1,645 | ─ | 6,657 | ||||||||||||||
| Deferred tax liability | 867 | ─ | 4,644 | 5,511 | ||||||||||||||
| Other liabilities | 100 | ─ | ─ | 100 | ||||||||||||||
| Total liabilities | $ | 39,776 | $ | 13,862 | $ | 76,049 | $ | 129,687 | ||||||||||
| Commitments and Contingencies | ─ | ─ | ─ | ─ | ||||||||||||||
| Temporary Equity | ||||||||||||||||||
| Redeemable noncontrolling interest | 23,151 | ─ | ─ | 23,151 | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||||||
| Preferred stock - par value $0.0001 | ─ | ─ | ─ | ─ | ||||||||||||||
| Preferred stock, Series A - par value $0.0001 | ─ | ─ | ─ | ─ | ||||||||||||||
| Common Stock - par value $0.0001 | 33 | ─ | ─ | 33 | ||||||||||||||
| Ordinary shares | ─ | 11 | (11 | ) | 4(e) | ─ | ||||||||||||
| Ordinary shares A | ─ | 10 | (10 | ) | 4(e) | ─ | ||||||||||||
| Series B Preferred Shares | ─ | 3 | (3 | ) | 4(e) | ─ | ||||||||||||
| Series C Preferred Shares | ─ | 3 | (3 | ) | 4(e) | ─ | ||||||||||||
| Series D Preferred Shares | ─ | 5 | (5 | ) | 4(e) | ─ | ||||||||||||
| Additional paid in capital | 754,767 | 54,148 | (24,734 | ) | 4(e) | 784,181 | ||||||||||||
| Accumulated deficit | (268,722 | ) | (56,274 | ) | 55,824 | 4(e) | (269,172 | ) | ||||||||||
| Total pro forma stockholders’ equity before non-controlling interest | 486,078 | (2,094 | ) | 31,058 | 515,042 | |||||||||||||
| Non-controlling interest | 1,146 | ─ | ─ | 1,146 | ||||||||||||||
| Total pro forma stockholders’ equity | 487,224 | (2,094 | ) | 31,058 | 516,188 | |||||||||||||
| Total liabilities, temporary equity and stockholders’ equity | $ | 550,151 | $ | 11,768 | $ | 107,107 | $ | 669,026 | ||||||||||
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the nine months ended September 30, 2025
(amounts in thousands except per share data)
| Ondas Inc. historical | Sentry CS Ltd. historical | Transaction accounting adjustments | Notes | Pro forma combined | ||||||||||||||
| Revenues, net | $ | 20,620 | $ | 16,309 | ─ | $ | 36,929 | |||||||||||
| Cost of goods sold | 13,195 | 3,870 | ─ | 17,065 | ||||||||||||||
| Gross profit (loss) | 7,425 | 12,439 | ─ | 19,864 | ||||||||||||||
| Operating expenses: | ||||||||||||||||||
| General and administration | 22,583 | 2,638 | 7,660 | 4(f) | 32,881 | |||||||||||||
| Sales and marketing | 7,696 | 5,671 | ─ | 13,367 | ||||||||||||||
| Research and development | 12,209 | 10,269 | ─ | 22,478 | ||||||||||||||
| Total operating expenses | 42,488 | 18,578 | 7,660 | 68,726 | ||||||||||||||
| Operating loss | (35,063 | ) | (6,139 | ) | (7,660 | ) | (48,862 | ) | ||||||||||
| Other income (expense), net | ||||||||||||||||||
| Other income (expense), net | 13 | ─ | ─ | 13 | ||||||||||||||
| Change in fair value of government grant liability | (355 | ) | ─ | ─ | (355 | ) | ||||||||||||
| Interest and dividend income | 2,443 | ─ | ─ | 2,443 | ||||||||||||||
| Unrealized gain on investments | 6,893 | ─ | ─ | 6,893 | ||||||||||||||
| Interest expense | (5,873 | ) | ─ | (185 | ) | 5(b) | (6,058 | ) | ||||||||||
| Foreign exchange gain (loss), net | (119 | ) | ─ | (47 | ) | 5(b) | (166 | ) | ||||||||||
| Finance expense, net | ─ | (232 | ) | 232 | 5(b) | ─ | ||||||||||||
| Total other income (expense), net | 3,002 | (232 | ) | ─ | 2,770 | |||||||||||||
| Loss before income taxes | (32,061 | ) | (6,371 | ) | (7,660 | ) | (46,092 | ) | ||||||||||
| Provision for income taxes | 307 | ─ | ─ | 307 | ||||||||||||||
| Net loss | (32,368 | ) | (6,371 | ) | (7,660 | ) | (46,399 | ) | ||||||||||
| Less: Preferred dividends attributable to noncontrolling interest | 1,170 | 1,170 | ||||||||||||||||
| Less: Deemed dividends attributable to accretion of redemption value | 2,620 | 2,620 | ||||||||||||||||
| Less: Net loss attributable to noncontrolling interest | (13 | ) | (13 | ) | ||||||||||||||
| Net loss attributable to common stockholders | $ | (36,145 | ) | $ | (50,176 | ) | ||||||||||||
| Net loss per share - basic and diluted | $ | (0.21 | ) | 4(g) | $ | (0.28 | ) | |||||||||||
| Weighted average number of common shares outstanding, basic and diluted | 172,423 | 4(g) | 176,520 | |||||||||||||||
4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2024
(amounts in thousands except per share data)
| Ondas Inc. historical | Sentry CS Ltd. historical | Transaction accounting adjustments | Notes | Pro forma combined | ||||||||||||||
| Revenues, net | $ | 7,193 | $ | 11,348 | ─ | $ | 18,541 | |||||||||||
| Cost of goods sold | 6,848 | 3,191 | ─ | 10,039 | ||||||||||||||
| Gross profit | 345 | 8,157 | ─ | 8,502 | ||||||||||||||
| Operating expenses: | ||||||||||||||||||
| General and administration | 17,142 | 3,706 | 10,214 | 4(f) | 31,062 | |||||||||||||
| Sales and marketing | 5,336 | 6,410 | ─ | 11,746 | ||||||||||||||
| Research and development | 12,476 | 11,363 | ─ | 23,839 | ||||||||||||||
| Total operating expenses | 34,954 | 21,479 | 10,214 | 67,647 | ||||||||||||||
| Operating loss | (34,609 | ) | (13,322 | ) | (10,214 | ) | (58,145 | ) | ||||||||||
| Other income (expense), net | ||||||||||||||||||
| Other income (expense), net | (20 | ) | ─ | ─ | (20 | ) | ||||||||||||
| Change in fair value of government grant liability | 95 | ─ | ─ | 95 | ||||||||||||||
| Interest income | 235 | ─ | ─ | 235 | ||||||||||||||
| Interest expense | (3,621 | ) | ─ | (99 | ) | 5(b) | (3,720 | ) | ||||||||||
| Foreign exchange loss, net | (88 | ) | ─ | (93 | ) | 5(b) | (181 | ) | ||||||||||
| Finance expense, net | ─ | (192 | ) | 192 | 5(b) | ─ | ||||||||||||
| Total other income (expense), net | (3,399 | ) | (192 | ) | ─ | (3,591 | ) | |||||||||||
| Loss before income taxes | (38,008 | ) | (13,514 | ) | (10,214 | ) | (61,736 | ) | ||||||||||
| Provision for income taxes | ─ | ─ | ─ | ─ | ||||||||||||||
| Net loss | (38,008 | ) | (13,514 | ) | (10,214 | ) | (62,736 | ) | ||||||||||
| Less: Preferred dividends attributable to noncontrolling interest | 1,504 | 1,504 | ||||||||||||||||
| Less: Deemed dividends attributable to accretion of redemption value | 2,908 | 2,908 | ||||||||||||||||
| Net loss attributable to common stockholders | $ | (42,420 | ) | $ | (66,148 | ) | ||||||||||||
| Net loss per share – basic and diluted | $ | (0.61 | ) | 4(g) | $ | (0.90 | ) | |||||||||||
| Weighted average number of common shares outstanding, basic and diluted | 69,917 | 4(g) | 74,014 | |||||||||||||||
5
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
Note 1 — Basis of presentation
The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X. The audited and unaudited interim historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combination.
The Company’s and Sentry’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, Summary of significant accounting policies, certain reclassifications were made to align the Company’s and Sentry’s financial statement presentation. The Company is currently in the process of evaluating Sentry’s accounting policies. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Sentry’s financial statements to the accounting policies used by the Company.
The business combination was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has estimated the acquisition date fair value of Sentry’s assets acquired and liabilities assumed, while transaction costs associated with the acquisition are expensed as incurred. The excess purchase price consideration over the estimated fair value of assets acquired and liabilities assumed is allocated to goodwill.
The allocation of the estimated purchase price used in the unaudited pro forma financial statements is based upon a preliminary valuation. The final estimate of the fair values of the assets and liabilities will be determined with the assistance of a third-party valuation firm. The Company’s preliminary estimates and assumptions are subject to material change upon the finalization of internal studies and third-party valuations of assets, intangible assets, including goodwill, and certain liabilities.
The unaudited pro forma condensed combined financial statements are provided for informational purposes only and are not necessarily indicative of what the combined company’s financial position and results of operations would have actually been had the transactions been completed on the dates used to prepare these pro forma financial statements. The adjustments to fair value and the other estimates reflected in the accompanying unaudited pro forma condensed combined financial statements may be materially different from those reflected in the combined company’s consolidated financial statements subsequent to the transactions. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or results of operations of the combined companies. These unaudited pro forma condensed combined financial statements do not give effect to any anticipated synergies, operating efficiencies, or cost savings that may be associated with the transactions. No autonomous entity or management’s adjustments are presented. These financial statements also do not include any integration costs the companies may incur related to the transactions as part of combining the operations of the companies.
Note 2 — Summary of significant accounting policies
The unaudited pro forma condensed combined financial statements have been prepared in a manner consistent with the accounting policies adopted by the Company. The accounting policies followed for financial reporting on a pro forma basis are the same as those disclosed in the 2024 Annual Report on Form 10-K, and for Sentry, the accounting policies followed for financial reporting on a pro forma basis are the same as those disclosed in the audited financial statements included in this Current Report on Form 8-K/A. The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies between the Company and Sentry. The Company is reviewing the accounting policies of Sentry to ensure conformity of such accounting policies to those of the Company and, as a result of that review, the Company may identify differences among the accounting policies of the two companies, which, when confirmed, could have a material impact on the consolidated financial statements. However, at this time, the Company is not aware of any difference that would have a material impact on the unaudited pro forma condensed combined financial statements.
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Note 3 — Preliminary purchase price allocation
Acquisition consideration
The following table summarizes the components of the consideration (in thousands):
| Cash consideration | $ | 134,052 | ||
| Equity portion of purchase price | 90,556 | |||
| Total purchase price consideration | $ | 224,608 |
As discussed above, cash consideration and equity consideration will be issued in four payments up to 120 days after closing. The value of the aggregate cash consideration will total $134 million, and the aggregate value of the equity consideration will total $90.6 million for all four payments. The shares issued will vary depending on the closing price of the Common Stock on the day prior to the payment date pursuant to the Agreement.
Preliminary Acquisition Consideration Allocation
The following table summarizes the preliminary acquisition consideration allocation (in thousands):
| Assets: | ||||
| Cash and cash equivalents | $ | 1,684 | ||
| Accounts receivable | 2,403 | |||
| Inventory | 2,005 | |||
| Other current assets | 816 | |||
| Property, plant and equipment | 1,780 | |||
| Right of use asset | 1,980 | |||
| Software, net | 54 | |||
| Intangible assets, net(i) | 84,400 | |||
| Goodwill | 142,902 | |||
| Liabilities: | ||||
| Accounts payable | 283 | |||
| Deferred revenues | 3,850 | |||
| Lease liabilities | 2,257 | |||
| Deferred tax liability | 4,644 | |||
| Other liabilities | 2,382 | |||
| Estimated preliminary aggregate acquisition consideration | $ | 224,608 | ||
| (i) | Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following: |
| (dollar values in thousands) | Preliminary fair value | Estimated Useful Life | ||||||
| Trade names | $ | 3,700 | 7─10 years | |||||
| Customer relationships | 5,800 | 5─7 years | ||||||
| Developed technology | 74,900 | 7─10 years | ||||||
| Intangible assets acquired | $ | 84,400 | ||||||
This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statement of operations. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of property, plant and equipment, (2) changes in allocations to intangible assets such as trade names and technology, as well as goodwill and (3) other changes to assets and liabilities.
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Sentry’s historical balance sheet as of September 30, 2025 differed from the preliminary acquisition date fair values primarily due to normal course working-capital activity occurring between September 30, 2025 and the Closing Date, working-capital and other adjustments required under the Share Purchase Agreement, and fair-value measurement adjustments recorded under ASC 805.
Note 4 — Pro forma transaction accounting adjustments
The pro forma transaction accounting adjustments are based on our preliminary estimates and assumptions that are subject to change. The following transaction accounting adjustments have been reflected in the unaudited pro forma condensed combined financial information:
| (a) | This adjustment reflects the purchase consideration of $120.2 million in cash consideration paid at closing, $29.4 million in equity consideration paid at closing, and future payments pursuant to the Agreement of $75 million, classified as accrued purchase consideration on the pro forma condensed consolidated balance sheet, to be paid at the Second Payment Date, Third Payment Date and Fourth Payment Date. The $75 million accrued consideration payable will be settled in cash and the issuance of the Company’s stock. The Company retains the right to settle part or all of the accrued purchase price in cash. |
| (b) | Reflects adjustment to record goodwill resulting from the acquisition of $142.9 million. |
| (c) | Reflects the adjustment of historical intangible assets acquired by the Company to their estimated fair values of $84.4 million. As part of the preliminary valuation analysis, the Company identified intangible assets, including developed technology, trade names and customer relationships. The fair value of developed technology and trade names was determined using the income approach, which requires assumptions related to the forecast of expected future cash flows. The fair value of customer relationships was determined using the cost approach, which requires assumptions related to the costs incurred to gain new customers and the duration of time required to recreate the existing customer base. The fair value assigned to intangible assets has been estimated based on third-party preliminary valuation studies utilizing a benchmarking analysis to similar transactions in the industry supported by an assessment of management’s forecast used to price the deal. |
This adjustment also reflects a reclassification adjustment of $60 thousand for amounts classified as software on the Sentry balance sheet to intangible assets as further discussed in note 5(a).
| (d) | Represents the accrual of transaction costs expected to be incurred by the Company subsequent to September 30, 2025. There are no transaction costs included in the historical income statement of the Company for nine-month period ended September 30, 2025 or year ended December 31, 2024. Transaction costs reflected in the pro forma statements are non-recurring and directly attributable to the Acquisition. These costs will not affect the Company’s income statement beyond 12 months after the acquisition date. |
| (e) | Reflects the adjustments to Stockholders’ equity: |
| (Amounts in thousands) | Ordinary shares | Ordinary shares A | Series B Preferred Shares | Series C Preferred Shares | Series D Preferred Shares | Additional paid in capital | Accumulated deficit | |||||||||||||||||||||
| Elimination of Sentry’s historical equity | (11 | ) | (10 | ) | (3 | ) | (3 | ) | (5 | ) | (54,148 | ) | 56,274 | |||||||||||||||
| Common stock issued to Sentry stockholders at the Closing Date | ─ | ─ | ─ | ─ | ─ | 29,414 | ─ | |||||||||||||||||||||
| Estimated transaction costs | ─ | ─ | ─ | ─ | ─ | ─ | (450 | ) | ||||||||||||||||||||
| Net pro forma transaction accounting adjustments to equity | (11 | ) | (10 | ) | (3 | ) | (3 | ) | (5 | ) | (24,734 | ) | 55,824 | |||||||||||||||
| (f) | Represents the amortization of developed technology, trade names and customer relationships for the year ended December 31, 2024 and nine-month period ended September 30, 2025, of $10.2 million and $7.7 million, respectively. The Company expects to present amortization related to developed technology in general and administrative expense in the statement of operations because it supports product development and research activities consistent with the Company’s policy. |
8
| (g) | The pro forma basic and diluted weighted average shares outstanding are a combination of historic weighted average shares of the Common Stock and issuances of shares in connection with the Acquisition. The computation of diluted net loss per share is similar to the computation of basic net loss per share except that the numerator may have to adjust for any dividends and income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of Common Stock, and the denominator may have to adjust to include the number of additional shares of Common Stock that would have been outstanding if the dilutive potential shares of Common Stock had been issued during the period to reflect the potential dilution that could occur from shares of Common Stock issuable through stock options, warrants, restricted stock units, or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and restricted stock units, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260. Because of the net loss for the nine months ended September 30, 2025, and December 31, 2024, the impact of including this in our computation of diluted net loss per share was anti-dilutive. |
| For the nine months ended September 30, 2025 | For the year ended December 31, 2024 | |||||||
| Numerator: | ||||||||
| Pro forma net loss attributable to common stockholders (Amounts in thousands) | $ | (50,176 | ) | $ | (66,148 | ) | ||
| Denominator: | ||||||||
| Issuance of shares to Sentry | 4,096,700 | 4,096,700 | ||||||
| Historical weighted average Ondas Inc. common stock shares outstanding | 172,423,160 | 69,917,062 | ||||||
| Pro forma weighted average Ondas Inc. shares outstanding – basic and dilutive | 176,519,860 | 74,013,762 | ||||||
| Pro forma net loss per share – basic and diluted | $ | (0.28 | ) | $ | (0.90 | ) | ||
| (h) | Sentry’s related party loan totaling $4.1 million between Sentry and the Sellers have been eliminated in the unaudited pro forma condensed combined balance sheet. Such amounts were settled in connection with the closing of the Acquisition as part of the purchase price. The related party loan does not represent assets or liabilities of the combined company following the Acquisition, and was therefore removed in the pro forma financial information pursuant to ASC 805 and Article 11 of Regulation S-X. |
Note 5 — Reclassification adjustments
During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Sentry’s financial information to identify differences in accounting policies and difference in financial statement presentation as compared to those of the Company. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Sentry’s financial statements to the accounting policies used by the Company. However, certain reclassification adjustments have been made to conform Sentry’s historical financial statement presentation to the Company’s financial statement presentation. Following the Acquisition, the combined company will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
| (a) | The Company records intangible assets related to software licenses in the intangible assets, net line item in the balance sheet. Therefore, this adjustment conforms the presentation of intangible assets to the Company’s presentation. The $60 thousand reclassification is also included in note 4(c). |
| (b) | The Company records interest expense and foreign currency remeasurement expense in separate line items. Therefore, this adjustment conforms the presentation of such expenses to the Company’s presentation. |
9