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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported) February 14, 2023

 

Ondas Holdings Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   001-39761   47-2615102
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

411 Waverley Oaks Road, Suite 114, Waltham, MA 02452 
(Address of principal executive offices) (Zip Code) 

 

 

Registrant’s telephone number, including area code (888) 350-9994

 

N/A 
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))v
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock par value $0.0001   ONDS   The Nasdaq Stock Market LLC, Tel Aviv Stock Exchange

 

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).

 

Emerging growth company

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On February 14, 2023, Ondas Holdings Inc. (the “Company”) issued a press release reporting preliminary select financial results for the year ended December 31, 2022 and preliminary outlook for 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 2.02 is unaudited and preliminary and does not present all information necessary for an understanding of the Company’s financial condition as of December 31, 2022 and its results of operations for the year ended December 31, 2022. The audit of the Company’s financial statements for the year ended December 31, 2022 is ongoing and could result in changes to the information in this Item 2.02.

 

Item 7.01. Regulation FD Disclosure.

 

On February 14, 2023, the Company released a slide presentation expected to be used by the Company in connection with its Investor Day to be held on February 14, 2023 and certain future investor presentations. A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information furnished pursuant to Items 2.02 and 7.01, including Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

Statements made in this report that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including our preliminary select financial results for 2022 and preliminary outlook for 2023. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release, dated February 14, 2023.
99.2   Presentation, dated February 14, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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:  February 14, 2023 ONDAS HOLDINGS INC.
     
  By: /s/ Eric A. Brock
    Eric A. Brock
    Chief Executive Officer

 

 

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Exhibit 99.1 

 

 

ONDAS HOLDINGS ISSUES PRELIMINARY 2022 RESULTS AND PROVIDES PRELIMINARY OUTLOOK FOR 2023

 

Company will provide additional details on the business and financial outlook for 2023 during the previously announced Virtual Investor Event

being held today at 10:00 a.m. ET

 

Announces the formation Ondas Autonomous Systems, a new business segment to manage the combined drone operations of American Robotics and Airobotics

 

Reese Mozer appointed President of Ondas Holdings Inc.; Meir Kliner appointed President of Ondas Autonomous Systems

 

WALTHAM, MA - February 14, 2023 -- Ondas Holdings Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial drone and automated data solutions, is reporting preliminary select financial results for the full year ended December 31, 2022 and providing a preliminary outlook for 2023. The Company will host a previously announced Virtual Investor Event today at 10:00 a.m. ET.

 

Based on preliminary unaudited fourth quarter results, the Company expects total revenue of approximately $2.1 million and an Adjusted EBITDA loss of approximately $39.5 - 40.5 million for the full year 2022. The Company also ended 2022 with $29.8 million of cash and outstanding convertible notes, net of debt discount equal to $30.0 million. Ondas expects to report final, comprehensive audited financial results for the fourth quarter and fiscal year 2022 in March 2023.

 

In addition, the Company announced the formation of Ondas Autonomous Systems, a new business unit to manage the combined drone operations of wholly owned subsidiaries American Robotics, Inc. (“American Robotics” or “AR”) and Airobotics, Ltd. (“Airobotics”). Meir Kliner, Airobotics founder & CEO will assume the role of CEO of the Ondas Autonomous Systems and manage the day-to-day business unit operations.

 

The Company also announced that Reese Mozer, founder & CEO of American Robotics, has been appointed President of Ondas. Derek Reisfield who has served as Ondas’ President will remain CFO, Treasurer and Secretary of Ondas. In addition, Vijay Somandepalli, founder & CTO of American Robotics, has been named VP, Technical Strategy at Ondas.

 

“After a multi-year investment period, Ondas entered 2023 poised to deliver for both customers and investors,” said Eric Brock, Chairman and CEO of Ondas. “We have the largest backlog of customer orders in our Company’s history, which we believe positions Ondas to begin a multi-year growth trajectory. We believe our revenue growth will be complemented by deeper engagement with customers, along with new product markets and partnerships, which we believe will expand the addressable market for our technology.”

 

Brock added, “Our growth is supported by a strong management team, and it’s my pleasure to also announce the expanded leadership roles for Reese, Vijay and Meir. Execution will be critical as we expect to deliver on our plan for customers, investors and employees, and I believe we have the right team in place to accomplish our goals.”

 

 

 

 

 

 

Ondas entered 2023 with a backlog of approximately $12.9 million representing purchase orders from both Ondas Networks Inc. and Ondas Autonomous Systems. Based upon existing backlog and expected orders to be received during the year, Ondas is issuing preliminary revenue guidance between $26 million and $30 million and Adjusted EBITDA loss of between approximately $19 million and $24 million for the full year ended December 31, 2023.

 

Virtual Presentation & Event Details

 

Ondas is holding a previously announced Virtual Investor Event at 10:00 a.m. ET today. During the event, management will discuss recent corporate and financial performance, along with sharing details regarding the integration of drone operations under Ondas Autonomous Systems and the financial outlook for 2023.

 

The public may access a live webcast of the virtual presentation via the “News / Events” page of Ondas’ investor relations website at https://ir.ondas.com. All are invited to participate in the event by pre-registering here. Following the presentation, a replay of the webcast will be available in the same location on the Company’s investor relations website.

 

Date: Tuesday, February 14, 2023

Time: 10:00 a.m. Eastern time

Toll-free dial-in number: 1-844-883-3907

International dial-in number: 1-412-317-5798

Presentation Webcast link: Here

 

About Ondas Holdings Inc.

 

Ondas Holdings Inc. (“Ondas”) is a leading provider of private wireless data solutions via Ondas Networks Inc. (“Ondas Networks”) and commercial drone solutions through American Robotics, Inc. (“American Robotics” or “AR”) and Airobotics LTD (“Airobotics”).

 

Ondas Networks is a developer of proprietary, software-based wireless broadband technology for large established and emerging commercial and government markets. Ondas Networks’ standards-based (802.16s), multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today’s legacy private licensed wireless networks. Ondas Networks’ customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications.

 

American Robotics and Airobotics design, develop, and market commercial drone solutions via the Scout System™ and Optimus System™ (the “Autonomous Drone Platforms”). The Autonomous Drone Platforms are deployed for critical industrial and government applications where data and information collection and processing are required. Both the Scout System™ and Optimus System™ are highly automated, AI-powered drone systems capable of continuous, remote operation and are marketed as “drone-in-a-box” turnkey data solution services. The Autonomous Drone Platforms are typically provided to customers under a Robot-as-a-Service (RAAS) business model. American Robotics and Airobotics have industry leading regulatory successes with the Scout System™ being the first drone system approved by the FAA for automated operation beyond-visual-line-of-sight (BVLOS) without a human operator on-site.

 

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Ondas Networks, American Robotics and Airobotics together provide users in oil & gas, rail, mining, agriculture, public safety and other critical infrastructure and government markets with improved connectivity and data collection and information processing capabilities.

 

For additional information on Ondas Networks and Ondas Holdings, visit www.ondas.com or follow Ondas Networks on Twitter and LinkedIn. For additional information on American Robotics, visit www.american-robotics.com or follow American Robotics on Twitter and LinkedIn. For additional information on Airobotics, visit www.airoboticsdrones.com or follow Airobotics on Twitter and LinkedIn.

 

Information on our websites and social media platforms is not incorporated by reference in this release or in any of our filings with the U.S. Securities and Exchange Commission.

 

Non-GAAP Financial Measure

 

As required by the rules of the Securities and Exchange Commission (“SEC”), we provide a reconciliation of Adjusted EBITDA, the non-GAAP financial measure, contained in this press release to the most directly comparable measure under GAAP, which reconciliation is set forth in the table below.

 

We believe that Adjusted EBITDA facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, the Company’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate Adjusted EBITDA differently, and therefore our measures may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA should only be used as supplemental measures of our operating performance.

 

We believe that Adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the table below, which management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses.

 

Management uses Adjusted EBITDA in making financial, operating and planning decisions and evaluating the Company’s ongoing performance.

 

With respect to our financial target for 2023 for Adjusted EBITDA a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from this non-GAAP target measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward looking statement of income prepared in accordance with GAAP, that would be required to produce such a reconciliation.

 

The Company is currently carrying out its annual goodwill impairment analysis. The preliminary results below do not include the potential impacts of such goodwill impairment analysis.

 

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Ondas Holdings Inc.

Reconciliation

(Unaudited)

 

   Year Ended
December 31,
 
(In millions)  2022 
Net income (loss) (1)  $ (53.2) -(54.2)
Depreciation   0.4 
Amortization of debt discount/interest expense   3.8 
Amortization of intangibles   3.6 
Stock based compensation   5.9 
Adjusted EBITDA  $(39.5)-(40.5)

 

 

(1)The Company is currently carrying out its annual goodwill impairment analysis. The preliminary results above do not include the potential impacts of such goodwill impairment analysis.

 

See the “Non-GAAP Financial Measures” section above.

 

Forward-Looking Statements

 

Statements made in this release that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including our preliminary selected financial results for 2022 and preliminary outlook for 2023. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.

 

###

 

Contacts

 

Media Contact for Ondas Holdings Inc.
Derek Reisfield, President and CFO
Ondas Holdings Inc.
888.350.9994 x1019
[email protected]

 

Media Contact for American Robotics and Airobotics

Meredith Chiricosta

BIGfish Communications for American Robotics and Airobotics

[email protected]

617-713-3800

 

Investor Relations Contact

Cody Cree and Matt Glover

Gateway Group, Inc.

949-574-3860

[email protected]

 

 

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Exhibit 99.2

 

Copyright 2023. All rights reserved. Nasdaq : ONDS VIRTUAL INVESTOR EVENT FEBRUARY 14, 2023

 

 

Forward - Looking Statements Statements made in this presentation that are not statements of historical or current facts are "forward - looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 . All statements other than statements of historical fact are, or may be deemed to be, forward - looking statements, including our preliminary selected financial results for 2022 , preliminary outlook for 2023 , our path to profitability in 2024 , Ondas Autonomous Systems target revenue for 2024 , Ondas Networks target revenue growth for 2024 , and the expected benefits of the acquisition of Airobotics and the potential acquisition of Iron Drone . We caution readers that forward - looking statements are predictions based on our current expectations about future events . These forward - looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict . Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward - looking statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors" discussed under the caption "Item 1 A . Risk Factors" in Part I of our most recent Annual Report on Form 10 - K or any updates discussed under the caption "Item 1 A . Risk Factors" in Part II of our Quarterly Reports on Form 10 - Q and in our other filings with the SEC . We undertake no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law . Nasdaq : ONDS 1 Disclaimer

 

 

Non - GAAP Financial Measure As required by the rules of the Securities and Exchange Commission (“SEC”), we provide a reconciliation of Adjusted EBITDA, the non - GAAP financial measure, contained in this presentation to the most directly comparable measure under GAAP, which reconciliation is set forth in the table included in the Appendix of this presentation . We believe that Adjusted EBITDA facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, the Company’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses . Other companies may calculate Adjusted EBITDA differently, and therefore our measures may not be comparable to similarly titled measures used by other companies . Adjusted EBITDA should only be used as supplemental measures of our operating performance . We believe that Adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the table included in the Appendix of this presentation, which management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses . Management uses Adjusted EBITDA in making financial, operating and planning decisions and evaluating the Company's ongoing performance . With respect to our financial target for 2023 for Adjusted EBITDA a reconciliation of this non - GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from this non - GAAP target measure . The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward looking statement of income prepared in accordance with GAAP, that would be required to produce such a reconciliation . The Company is currently carrying out its annual goodwill impairment analysis . The preliminary results below do not include the potential impacts of such goodwill impairment analysis . Nasdaq : ONDS 2

 

 

Provider of next - generation private industrial wireless networking technologies for large critical industrial markets Autonomous drone systems and regulatory leader; provider of the Optimus autonomous drone platform, the leading data and information services solution for commercial drone markets Leading technology platforms World - class talent Nasdaq : ONDS 3 Blue chip customers and ecosystem partners

 

 

STEWART KANTOR PRESIDENT Stewart brings over 20 years of experience in the wireless industry to Ondas Networks . ERIC BROCK CHAIRMAN & CEO Eric is an entrepreneur with over 25 years of management and investing experience . DEREK REISFIELD CFO Derek is an experienced executive with over 30 years experience with entrepreneurial growth companies, as well as executive roles with Fortune 500 companies. REESE MOZER PRESIDENT Reese is an entrepreneur, roboticist, and executive with over 15 years of experience in developing and marketing autonomous drones and robotics. MEIR KLINER PRESIDENT Meir is an entrepreneur with over 20 years of proven track record in aerospace development and manufacturing. Leadership Team Nasdaq : ONDS 4

 

 

• Business & Financial Recap • Financial Outlook • Ondas Networks 2023 Plan • Introducing Ondas Autonomous Systems • Ondas Autonomous Systems 2023 Plan • Closing Remarks • Q&A Nasdaq : ONDS 5 Agenda

 

 

Timelines pushed out, yet significant progress made Corporate Performance • Secured largest commercial orders to - date • Advanced business development to create an expected path to significant revenue growth, scale and profitability • Creation of Ondas Autonomous Systems (OAS) business unit via the transformative acquisition of Airobotics 6 Nasdaq : ONDS 6

 

 

Nasdaq : ONDS 7 Financial Recap Investments to drive growth in 2023 Select, preliminary unaudited financial data ($ IN MILLIONS) FY 2022 Revenue 2.1 Adjusted EBITDA (1) (39.5 - 40.5) Cash 29.8 Convertible Notes (net) 30.0 Key Financial Insights • Rail timelines extended • Opex high due to: • R&D and product development • Expanded field operations • Admin & professional fees • Secured volume orders to launch revenue growth in 2023 • Balance sheet bolstered with Convertible Note offering (1) Earnings (Loss) before interest, depreciation, amortization, stock - based compensation, taxes, amortization of debt discount and non - cash charges relating to intangibles and goodwill 7

 

 

Nasdaq : ONDS 8 Ondas looks for a breakout year in 2023 Financial Outlook • Significant revenue growth expected in 2023 and beyond • Cash utilization improves: • Ondas Networks operating leverage • Integration of American Robotics and Airobotics • Financial targets for the year are based on: • Existing $13.1 million backlog • Visibility into expected demand from existing customers • WE WILL OUTLINE OUR PATH TO PROFITABILITY

 

 

Nasdaq : ONDS 9 Financial Targets Commercial adoption begins for both FullMAX and Optimus ADJUSTED EBITDA LOSS (%) 25% 5% 30% 40% Expect 100%+ revenue growth in FY 2024 as platform adoption accelerates FY 2023 $26 – $30 million REVENUE Ondas Networks Ondas Autonomous Systems $18 - $22 million ~ $8 million Adjusted EBITDA (1) ($19 - $24) million Holdings Networks Airobotics American Robotics ( 1 ) Earnings (Loss) before interest, depreciation, amortization, stock - based compensation, taxes, amortization of debt discount and non - cash charges relating to intangibles and goodwill, as well as non - recurring costs related to restructuring . 9

 

 

Business Unit Review 10 Nasdaq : ONDS 10

 

 

STEWART KANTOR PRESIDENT Stewart brings over 20 years of experience in the wireless industry to Ondas Networks. GUY SIMPSON COO G uy brings over 30 years of development, solutions engineering, operations and customer support experience in the telecoms industry to Ondas Networks. MARTIN PAGET VP, INDUSTRY SOLUTIONS Martin has over 30 years of experience serving the global railroad industry developing and applying mission critical signaling and control and communication systems. Leadership Team MC - IoT Connectivity Nasdaq : ONDS 11

 

 

Key Developments Class I Railroads dot16 commercial adoption begins EXPANDED ENGAGEMENT WITH RAILS • Active with 6 Class 1 Rails • Qualified with BNSF & CSX for commercial deployment • Siemens sales efforts accelerating • Target Rail Signaling departments • Siemens application engineering • New Passenger & Transit market opportunities with Siemens (OTA) • Secured initial volume order from Siemens in August 2022 OTHER SIGNIFICANT STRATEGIC WINS • AAR - funded MC - IoT Rail Lab delivered to MxV Rail • HOT India order from Siemens • Delivered ICSS system to IAI Elta (Caribbean & India) • Secured initial 160 MHz order IEEE 802.16T MOVES TO FINAL PHASE • Working group moved to standard ratification • Key contributions from Railroads and ecosystem vendors • Expect dot16 to be codified in AAR standards CURRENT BACKLOG ~ $7.4 MILLION Nasdaq : ONDS 12

 

 

Path to Broad dot16 Adoption Siemens and MxV Rail (AAR) drive expanded use cases Development programs continue • Expanded MC - IoT Lab with MxV Rail • Peer to Peer • Network Controller • Executing European on - train system with Siemens UK • Additional development programs in 2023 projected • Class I networks beyond 900 MHz • Passenger & Transit Rail opportunities Strategic Value • Development work demonstrates a long - term commitment to dot16 platform • New applications increase the value of network to customer and ecosystem; reinforcing further engagement • New products expand the market representing future revenue Nasdaq : ONDS 13

 

 

Customer Activity Current backlog: $7.4 million Path to Scaling Orders • Siemens builds inventory for initial 900 MHz rollout • Volume purchasing agreements negotiated • Siemens engages customer with Ondas' technology and Siemens Rail application experts • Rails order vs purchasing agreement • Siemens orders from Ondas based on forecast rollout demand and production lead times EXPANDED ENGAGEMENT WITH RAILS Expanding production capacity to meet expected demand growth 14 Nasdaq : ONDS 14

 

 

Rail Total Addressable Market (1) Edge Remote Allocation • 900 MHz: Waysides, ATCS, Interlocking, High Rail, Vehicle Protection, RCL, Drones, PTC Activated Crossings, Crossing Monitoring, and Shortlines as a Service • 160 MHz: Loco Data Radio, 160 MHz Voice / Data, Hazard Detectors • 220 MHz: PTC 2.0 + TD - 220 (Transit / Passenger) • 450 MHz: Next Generation HOT, EOT (+International) • 180 MHz: European on - locomotive INFRASTRUCTURE QTY TAM ($ millions) Base Stations 900 MHz 147.0 160 MHz 116.1 220 MHz 272.5 Base Station Controller 21.0 BASE STATION INFRASTRUCTURE 43,025 556.7 Edge Remotes 900 MHz 315.3 160 MHz 150.9 220 MHz 260.7 450 MHz 53.4 180 MHZ 13.5 EDGE REMOTES 253,300 793.8 INFRASTRUCTURE & EDGE 1,350.5 15 Nasdaq : ONDS 15 (1) Management estimates.

 

 

Nasdaq : ONDS 16 Commercial Deployment • Legacy 900 network slated for retirement by 2025 to meet FCC mandate • Initial deployment represents base station, network coverage upgrade • Edge remote deployments are both existing legacy and newly identified critical applications • MC - IoT functionality drives network expansion • Legacy applications are upgraded • New applications are developed/introduced Deadlines drive the transition from legacy 900 MHz system; retirement for 2025 The 900 MHZ Opportunity (1) NETWORK UPGRADE DRIVERS 900MHz ($ IN MILLIONS) UPGRADE EXPAND TOTAL Base Infrastructure 105.0 42.0 147.0 Edge Remotes Wayside 66.0 30.0 96.0 Crossings 48.0 101.2 149.2 Other 14.0 56.1 70.1 233.0 229.3 462.2 Automation Edge Compute Sensor Networks (1) Management estimates. 16

 

 

Nasdaq : ONDS 17 Revenue Target Supported By: • Existing $7.4 million backlog • Identified demand from Rail customers • Siemens intent to build inventory for expected 2H 2023 demand • BNSF & CSX lead; additional rails advance commercial activity Ondas & Siemens capitalizing on greenfield 900 MHz network Ondas Networks | Financial Outlook Target $18 – $22 million of revenue in FY 2023 • Plan EBITDA break - even in Q4 2023 • Target 100% revenue growth in FY 2024 • Plan EBITDA profitability in 2024

 

 

AIROBOTICS JOINS ONDAS Ushering in a New Era for Autonomous Drones

 

 

Nasdaq : ONDS 19 Combination Creates Leading autonomous drone ecosystem Shared technologies Shared customer pipelines Revenue acceleration Reduced expenses T H I S I S RAIDER T H I S I S SCOUT T H I S I S OPTIMUS Note: Iron drone acquisition is expected to close in Q1 2023. 19

 

 

Leadership Team One Platform. One Team. REESE MOZER PRESIDENT, ONDAS HOLDINGS CEO, AMERICAN ROBOTICS MEIR KLINER PRESIDENT, ONDAS AUTONOMOUS SYSTEMS CEO, AIROBOTICS Nasdaq : ONDS 20

 

 

Create the leading commercial drone services provider in winner - take - most market OAS | Vision • Land and expand, starting with highest value markets • Capitalize on momentum of success with early customers • Progressively build out data products based on customer successes • Reinforce and expand moats with well - timed R&D investment • Continue to drive adoption along "S curve" Plan to scale OAS with diligent focus on profitability and cash management 21 Nasdaq : ONDS 21

 

 

OAS | Business Plan Focus on Optimus & revenue | LT focus on mass industrial markets Financial Stability & Cash Management • Significantly cut OPEX at AR to unify under Optimus platform in 2023/2024 • 65% reduction in headcount; 77% reduction in OPEX • Invest additional R&D dollars when directly supported by customer contracts Focus on Near Term Revenue • Secured $5.7M in POs for 2023; validating Optimus as a scalable solution • Pursue all existing Smart City and Construction customer opportunities • Optimus drone has payload capacity to support O&G applications • Maintain all brands to cater to different regions and markets Success - Based Product Roadmap • Immediate commercial growth in Smart City market • Transfer best parts of Scout technology to Optimus • Enable Optimus to service Oil & Gas market with proper payloads and analytics • Execute multi - stage cost down plan to progressively expand addressable market size Nasdaq : ONDS 22

 

 

OAS | Synergies Combined business drives revenue and capital efficiency Revenue Acceleration • Robust customer pipeline across multiple countries; POs in hand • Mature platform with customer acceptance • Multi - national customer support and sales capacity • Significant expansion of addressable market Capital Efficiency • Combination saves an estimated ~ $30M in spend over next 2 years • Eliminates tens of millions in redundant R&D investment Technology Leadership • Ensures transfer of best parts of IP • Combines industry - leading teams • Increases opportunities to expand competitive moats • Accelerates regulatory progress in multiple jurisdictions • Combined investment of ~$200M to date Nasdaq : ONDS 23

 

 

The Optimus System The world's leading autonomous drone platform 24 Nasdaq : ONDS 24

 

 

Market Leading Functionality FULL AUTOMATION 24/7 MULTIPLE DATA COLLECTION Allowing routine data capture without ROBUSTNESS Rugged exterior and climate - controlled drone shelter for harsh weather and COVERAGE AREA 80 sq. km. coverage area Payload Swapping Cabinet holds up to 9 payloads Battery Swapping Cabinet holds up 12 batteries human intervention Nasdaq : ONDS industrial environments 25

 

 

Nasdaq : ONDS 26 2D/3D MAPPING THERMAL VIDEO LASER SCANNING (LIDAR) LIVE VIDEO EMERGENCY RESPONSE DELIVERY Payloads And Sensors

 

 

Insightful – Data Platform Nasdaq : ONDS 27

 

 

The Optimus System $140M+ invested into the market’s most mature product Hardware reliability enables commercial growth Durability Test Parachute Test Rain And Wind Test Climate Test Nasdaq : ONDS 28

 

 

Inspection & Analysis Remote Monitoring Mapping & Survey Video on demand and camera Perimeter 3D/2D visualization Tank inspections and analysis Security Digital Twin creation/updates Pipeline inspections and analysis Emergency Response Project progress documentation Flare visual inspections and analysis Project Remote supervision Assets As - Built Survey & Analytics Railway visual inspections and analysis Safety Supervision Designed vs Build analysis Power utilities inspections and analysis Fully Automated Applications Productivity Verification Geospatial analysis (Flood, Volume, etc.) Light inspections and analysis Nasdaq : ONDS 29

 

 

Airobotics has attained groundbreaking achievements in unmanned aircraft regulations Airobotics is currently in the final phases of obtaining a Type Certification in the USA The US Type Certificate will enable the Airobotics drone to fly overpopulated urban areas without the need for a designated permit 2018 USA: Certificate of Waiver (CoW) for night operations Israel: Fully automated BVLOS approval Australia: First BVLOS approval USA: Foreign Aircraft permit 2017 2016 USA: Certificate of Waiver for BVLOS operations over people 2019 Singapore: First BVLOS approval 2020 Singapore: First city flights approval USA: Type Certificate Pending 2023 2021 2022/23 UAE: BVLOS over densely populated area Optimus 1 - EX UAS Regulatory Milestones Nasdaq : ONDS 30

 

 

Opportunities in the urban airspace 3 1 31 Nasdaq : ONDS 31 Urban Drone Infrastructure

 

 

COMMERCIAL SERVICES PUBLIC SERVICES Nasdaq : ONDS 32 LAW ENFORCEMENT PUBLIC SAFETY PHASE - 1 ONBOARDING Smart City | Go - To - Market PHASE - 2 SCALE UP

 

 

Versatile Drone Platform Offers Multiple Monetization Strategies Business Model DATA AS A SERVICE (DAAS) 33 Nasdaq : ONDS 33 • Sale of Optimus System plus an annual maintenance package • Typically for defense and homeland security (HLS) sectors • Systems is owned by Airobotics; customer pays subscription fees • Multiple customers utilize same system in a shared service model such as municipal entities, emergency response departments and industrial facilities DIRECT SALE SMART CITY APPLICATION • Deploy base station infrastructure • Provide security and public safety applications • Installed Urban Infrastructure enables adjacent customer applications JOINT VENTURE SERVICE PROVIDER • Partner with local services provider in joint - economic model • JV purchases Optimus; revenues and profits from JV are shared

 

 

COMING SOON 3 4 34 Nasdaq : ONDS 34 Note: Iron drone acquisition is expected to close in Q1 2023.

 

 

Nasdaq : ONDS 35 OAS | Large Commercial Drone Markets (1) PWC, May 2016 (2) Management estimates; assuming cities must have 100,000+ population to qualify, and one Optimus system will be deployed for every 100,000 inhabitants. (3) GrandView Research, 2020 $68.1 B I L L I O N $25.6 B I L L I O N $20.2 B I L L I O N DRONE - IN - A - BOX (DIB) MARKETS Data solutions drive over $120+ Billion (1) TAM INDUSTRIAL MARKET Sub - Markets: Oil & Gas, Solar, Nuclear, Hydro, Coal, Utilities, Construction, Ports, Railways, Prisons, Warehouses, Factories, Stockpile Yards, Mining, Delivery AGRICULTURE MARKET Sub - Markets: Corn, Soybeans, Vineyards, Cranberries, Vegetables, Tree Fruits, Tree Nuts, Nurseries, Corporate Research, Seed Farms, Golf Courses, Hemp, Livestock DEFENSE MARKET Markets: Border Security, Base Security, FOB Security, Embassy Security, Vehicle Security SMART CITY MARKET (2) Sub - Markets: Police, Fire, Medical, Logistics, Construction, Utilities, Infrastructure, Ports, Airports, Environmental COUNTER DRONE MARKET (3) Sub - Markets: Defense, Stadiums, Energy, Airports, Cities $15.1 B I L L I O N $10.8 B I L L I O N Sub - Market Callout: Oil & Gas Top Use Cases: Fugitive Emissions ( methane detection ), Loss of Containment ( oil spill detection ), Asset Inspection, Security $22.0 B I L L I O N

 

 

OAS | Product Roadmap Following the Tesla cost - down path • Win market with high - end functionality and value. • Progressively reduce cost to manufacture to reach broader market opportunities. Phase Tesla Equivalent Product Version Cost Reduction Market Viability Target Timing 1 Roadster Optimus - High End : Smart Cities, Construction, Oil & Gas, Defense, Public Safety Current 2 Model S Optimus X 50% Expanded Market: Urban Infrastructure, Oil & Gas, Rail, Utilities Q4 2023 3 Model 3 Optimus - Scout Hybrid 85% Mass Industrial: Oil & Gas, Rail, Mining, Aggregates, Utilities, Agriculture, Other Success - based Nasdaq : ONDS 36

 

 

Market 2023 Revenue 2023 Status 2024 Revenue Smart Cities, Public Safety $7M+ 78% under contract $15.0M+ Construction $400k+ 100% under contract $1M+ Oil & Gas $250K+ 50% under contract $5M+ Nasdaq : ONDS 37 OAS | 2023 Commercial Plan Active Opportunities Visible LT opportunities: • 24+ systems in Dubai • 20+ systems in Abu Dhabi • 100s/1000s of systems with Fortune 500 O&G customers • Advanced discussions with others in pipeline; customers currently being qualified Smart Cities, O&G, and Construction

 

 

OAS | Fulfilling Demand Ramping production to meet current customer demand Nasdaq : ONDS 38 Inventory will drive revenue growth • Supply constrained; current inventory sold out • Manufacturing • 15 more units on order • Expect to receive 2 systems per month beginning mid - year • Expect to place orders for additional Optimus systems in 2H for 2024 customer requirements Expect high, sustained demand • Significant growth via fleet expansion with announced customers • Expect traction with targeted, requalified US customers, especially in O&G markets • Pursuing partnership in additional markets

 

 

OAS | Financial Outlook Target ~$8 million of revenue in 2023 • Expect EBITDA loss due to initial scaling with existing POs and investment in product roadmap • Expect 100%+ revenue growth in 2024 • Plan to increase Optimus production rates to support expected customer demand Urban infrastructure deployment in UAE is a major inflection point for fleet adoption Revenue Target Supported By: • Purchase orders from UAE Government Agency, SkyGo, and others • Expect existing customers to expand fleets during 2023 and 2024 • Expect new customers in both US and International markets 39 Nasdaq : ONDS 39

 

 

Consolidated Outlook 39 Nasdaq : ONDS 40

 

 

Nasdaq : ONDS 41 Expect 100%+ revenue growth in 2024 as platform adoption accelerates FY 2023 $26 – $30 million REVENUE Ondas Networks Ondas Autonomous Systems $18 - $22 million ~ $8 million Adjusted EBITDA (1) ($19 - $24) million Consolidated Financial Targets Our path to EBITDA profitability in 2024 EBITDA profitability objectives CURRENT BACKLOG ~ $12.9 MILLION Ondas Holdings targets EBITDA positive in FY 2024 on consolidated basis - Ondas Networks targets EBITDA break - even in Q4, positive EBITDA for FY 2024 - Airobotics targets initial EBITDA break - even quarter in 2024 - American Robotics profitability contingent on US market penetration ( 1 ) Earnings (Loss) before interest, depreciation, amortization, stock - based compensation, taxes, amortization of debt discount and non - cash charges relating to intangibles and goodwill, as well as non - recurring costs related to restructuring . 41

 

 

Nasdaq : ONDS 42 Our Time is Now Management team committed to shareholder value creation • Addressing huge end markets • Massive investments in technology platforms • Business development efforts have entailed long cycles; inflection point here • FullMAX and Optimus are seeing commercial adoption now ; expect monetization along traditional technology adoption curves

 

 

Nasdaq : ONDS 43 QUESTIONS & ANSWERS

 

 

Nasdaq : ONDS Appendix 44

 

 

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