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.

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

INDEPENDENT AUDITORS’ REPORT

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.

In performing an audit in accordance with GAAS, we:

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

SENTRY CS LTD.

CONSOLIDATED BALANCE SHEET

(US Dollars in thousands)

The accompanying notes are an integral part of the consolidated financial statements.

SENTRY CS LTD.

CONSOLIDATED STATEMENT OF OPERATIONS

(US Dollars in thousands)

The accompanying notes are an integral part of the consolidated financial statements.

SENTRY CS LTD.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY

(US Dollars in thousands, except share data)

The accompanying notes are an integral part of the consolidated financial statements.

SENTRY CS LTD.

CONSOLIDATED STATEMENT OF CASH FLOWS

(US Dollars in thousands)

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 1 - GENERAL

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 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.

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 1 - GENERAL (cont.)

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”).

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.

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.

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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.

The allowance for doubtful accounts is determined specifically for debts that in the opinion of the Company’s management are doubtful of collection.

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.

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:

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.

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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.

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.

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.

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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.

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.

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT, NET

NOTE 5 - SOFTWARE, NET

NOTE 6 - OTHER CURRENT LIABILITIES

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 7 - SHAREHOLDERS’ EQUITY

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:

NOTE 8 - RELATED PARTIES

Balances with related parties:

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES

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.

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

NOTE 11 - SALES AND MARKETING EXPENSES

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 12 - GENERAL AND ADMINISTRATIVE EXPENSES

NOTE 13 - LEASES

Undiscounted maturities of operating lease payments as of December 31, 2024, are summarized as follows:

NOTE 14 - TAXES ON INCOME

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.

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.

The Company received final tax assessments in Israel through the year ended December 31, 2017.

SENTRY CS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(US Dollars in thousands)

NOTE 14 - TAXES ON INCOME (Cont.)

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

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)

The accompanying notes are an integral part of the consolidated condensed financial statements.

SENTRY CS LTD.

UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF OPERATIONS

(US Dollars in thousands)

The accompanying notes are an integral part of the consolidated condensed financial statements.

SENTRY CS LTD.

UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICENCY

(US Dollars in thousands)

The accompanying notes are an integral part of the consolidated condensed financial statements.

SENTRY CS LTD.

UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF CASH FLOWS

(US Dollars in thousands)

The accompanying notes are an integral part of the consolidated condensed financial statements.

SENTRY CS LTD.

NOTES TO THE UNAUDITED CONCOLIDATED CONDENSED FINANCIAL STATEMENTS

(US Dollars in thousands)

Note 1 – General

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.

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. 

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:

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.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2025

(amounts in thousands)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the nine months ended September 30, 2025

(amounts in thousands except per share data)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2024

(amounts in thousands except per share data)

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.

Note 3 — Preliminary purchase price allocation

Acquisition consideration

The following table summarizes the components of the consideration (in thousands):

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):