Ondas Inc 8-K, filed Mar 14, 2023

Ondas Inc. (ONDS)

8-K 2023-03-14 For: 2023-03-14

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Added on April 10, 2026

About this 8-K

Ondas Inc filed this 8-K on March 14, 2023.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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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

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

Date: March 14, 2023	ONDAS HOLDINGS INC.

	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

	December 31,
	2022			2021
ASSETS
Current Assets:
Cash	$	29,775,096		$	40,815,123
Accounts receivable, net		104,276			1,213,195
Inventory, net		2,173,017			1,178,345
Note receivable		2,000,000			-
Other current assets		1,749,613			1,449,610
Total current assets		35,802,002			44,656,273

Property and equipment, net		3,099,887			1,031,999

Other Assets:
Goodwill		25,606,983			45,026,583
Intangible assets, net		28,787,171			25,169,489
Long-term equity investment		1,500,000			500,000
Lease deposits		218,206			218,206
Operating lease right of use assets		2,930,996			836,025
Total other assets		59,043,356			71,750,303
Total assets	$	97,945,245		$	117,438,575

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,965,829		$	2,411,085
Operating lease liabilities		580,593			550,525
Accrued expenses and other current liabilities		3,092,364			1,149,907
Convertible note payable, net of debt discount and issuance cost of $3,251,865 and $0, respectively		14,901,244			-
Deferred revenue		61,508			512,397
Total current liabilities		21,601,538			4,623,914

Long-Term Liabilities:
Notes payable		300,000			300,000
Convertible notes payable, net of current		15,146,891			-
Accrued interest		217,594			40,152
Operating lease liabilities, net of current		2,456,315			241,677
Total long-term liabilities		18,120,800			581,829
Total liabilities		39,722,338			5,205,743

Commitments and Contingencies (Note 14)

Stockholders’ Equity
Preferred stock - par value $0.0001; 5,000,000 shares authorized at December 31, 2022 and December 31, 2021, respectively, and none issued or outstanding at December 31, 2022 and December 31, 2021, respectively		-			-
Preferred stock, Series A - par value $0.0001; 5,000,000 shares authorized at December 31, 2022 and December 31, 2021, respectively, and none issued or outstanding at December 31, 2022 and December 31, 2021, respectively		-			-
Common stock - par value $0.0001; 116,666,667 shares authorized; 44,108,661 and 40,990,604 issued and outstanding, respectively December 31, 2022 and December 31, 2021, respectively		4,411			4,099
Additional paid in capital		211,733,690			192,502,122
Accumulated deficit		(153,515,194	)		(80,273,389	)
Total stockholders’ equity		58,222,907			112,232,832
Total liabilities and stockholders’ equity	$	97,945,245		$	117,438,575

	Years Ended December 31,
	2022			2021

Revenues, net	$	2,125,817		$	2,906,771
Cost of goods sold		1,016,654			1,810,942
Gross profit		1,109,163			1,095,829

Operating expenses:
General and administration		23,618,823			11,781,503
Sales and marketing		3,456,257			1,487,394
Research and development		24,044,005			5,800,549
Goodwill impairment		19,419,600			-
Total operating expenses		70,538,685			19,069,446

Operating loss		(69,429,522	)		(17,973,617	)

Other income (expense), net
Other income (expense), net		(76,127	)		591,900
Interest income		25,542			11,578
Interest expense		(3,761,698	)		(575,685	)
Total other income (expense), net		(3,812,283	)		27,793

Loss before benefit from income taxes		(73,241,805	)		(17,945,824	)

Benefit from income taxes		-			2,921,982

Net loss	$	(73,241,805	)		(15,023,842	)

Net loss per share - basic and diluted	$	(1.73	)	$	(0.44	)

Weighted average number of common shares outstanding, basic and diluted		42,242,525			34,180,897

	Years Ended December 31,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(73,241,805	)	$	(15,023,842	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		449,458			116,231
Amortization of debt discount and issuance cost		3,545,843			120,712
Provision for obsolete inventory		-			100,254
PPP Loan forgiveness		-			(666,091	)
Amortization of intangible assets		3,570,090			1,396,364
Deferred income taxes, release of valuation allowance		-			(2,921,982	)
Amortization of right of use asset		833,940			302,931
Retirement of assets		382,060			-
Impairment of goodwill		19,419,600			-
Loss on Intellectual Property		12,343			97,789
Stock-based compensation		5,857,435			3,253,590
Changes in operating assets and liabilities:
Accounts receivable		1,108,919			(1,153,315	)
Inventory		(994,672	)		(126,494	)
Other current assets		(300,003	)		(696,280	)
Accounts payable		554,744			(86,658	)
Deferred revenue		(450,889	)		314,370
Operating lease liability		(684,205	)		(336,432	)
Accrued expenses and other current liabilities		1,974,066			(1,586,563	)
Net cash flows used in operating activities		(37,963,076	)		(16,895,416	)

CASH FLOWS FROM INVESTING ACTIVITIES
Patent costs		(49,501	)		(104,112	)
Purchase of equipment		(2,880,900	)		(923,718	)
Cash paid for Ardenna Inc. asset acquisition		(900,000	)		-
Purchase of American Robotics, Inc., net of cash acquired		-			(6,517,338	)
Investment in Dynam A.I.		(1,000,000	)		(500,000	)
Cash paid for Field of View LLC asset acquisition		(104,167	)		-
Security deposit		-			(165,463	)
Cash disbursement on note receivable		(2,000,000	)		(2,000,000	)
Net cash flows used in investing activities		(6,934,568	)		(10,210,631	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net of costs		-			47,523,569
Proceeds from exercise of stock options and warrants		64,909			1,461,146
Proceeds from convertible notes payable, net of issuance costs		27,702,292			-
Payments on loan payable		-			(7,124,278	)
Proceeds from sale of shares under ATM agreement		6,090,416			-
Net cash flows provided by financing activities		33,857,617			41,860,437

Increase (Decrease) in cash and cash equivalents		(11,040,027	)		14,754,390
Cash and cash equivalents, beginning of period		40,815,123			26,060,733
Cash and cash equivalents, end of period	$	29,775,096		$	40,815,123

	Three Months Ended December 31,
	2022			2021
Net loss	$	(38,261,639	)	$	(4,149,683	)
Depreciation expense		169,264			38,406
Amortization of debt discount/interest expense		3,745,284			31,093
Amortization of Intangible Assets		843,793			714,126
Stock-based compensation		1,490,071			1,298,517
Benefit from income taxes		-			(2,921,982	)
Goodwill impairment		19,419,600			-
Adjusted EBITDA	$	(12,593,627	)	$	(4,989,523	)

	Years Ended December 31,
	2022			2021
Net loss	$	(73,241,805	)	$	(15,023,842	)
Depreciation expense		449,458			116,231
Amortization of debt discount/interest expense (income)		3,812,283			(27,793	)
Amortization of Intangible Assets		3,570,090			1,396,364
Stock-based compensation		5,857,435			3,253,590
Benefit from income taxes		-			(2,921,982	)
Goodwill impairment		19,419,600			-
Adjusted EBITDA	$	(40,132,939	)	$	(13,207,432	)