UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-39761

Ondas Inc.

(Exact name of registrant as specified in its charter)

Nevada		47-2615102
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401

(Address of principal executive offices) (Zip Code)

(888) 350-9994

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock par value $0.0001		ONDS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the issuer’s common stock as of May 13, 2026 was 495,762,650.

ONDAS INC.

INDEX TO FORM 10-Q

		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Comprehensive Income (Loss)	3

	Condensed Consolidated Statements of Temporary Equity and Stockholders’ Equity	4

	Condensed Consolidated Statements of Cash Flows	5

	Notes to the Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55

Item 4.	Controls and Procedures	55

PART II - OTHER INFORMATION		56

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3.	Defaults Upon Senior Securities	56

Item 4.	Mine Safety Disclosures	56

Item 5.	Other Information	56

Item 6.	Exhibits	57

ITEM 1. FINANCIAL STATEMENTS

ONDAS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except par value)

	March 31, 2026			December 31, 2025
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,026,003		$	550,744
Restricted cash		11,081			43,615
Short-term investments		447,842			21,750
Accounts receivable, net		45,295			22,356
Inventory, net		34,286			21,963
Other current assets		64,689			25,473
Total current assets		1,629,196			685,901

Property and equipment, net		11,508			10,217
Goodwill		381,838			251,809
Intangible assets, net		312,514			136,890
Long-term equity investments		42,340			35,587
Investment in unconsolidated affiliates, at fair value		29,289			-
Other assets		32,685			12,437
Total assets	$	2,439,370		$	1,132,841

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	16,697		$	13,873
Accrued expenses and other current liabilities		70,731			33,970
Accrued purchase and contingent consideration		39,621			75,000
Notes payable, related party		-			1,500
Notes payable		243			704
Convertible note payable, related party		-			3,500
Convertible note payable		528			2,950
Deferred revenue		19,627			8,029
Government grant liability		1,870			2,295
Total current liabilities		149,317			141,821

Notes payable, net of current portion		188			-
Accrued purchase and contingent consideration, net of current portion		88,481			-
Convertible notes payable, net of current portion		3,410			3,834
Government grant liability, net of current portion		1,586			1,362
Warrant liability		1,058,990			489,434
Deferred tax liability		48,292			14,531
Other long-term liabilities		8,791			10,244
Total liabilities		1,359,055			661,226

Commitments and Contingencies (Note 16)

Temporary Equity
Redeemable noncontrolling interests		2,454			29,796

Stockholders’ Equity
Preferred stock – par value $0.0001; 5,000,000 shares authorized at March 31, 2026 and December 31, 2025, and none issued or outstanding at March 31, 2026 and December 31, 2025		-			-
Series A Convertible Preferred stock – par value $0.0001; 5,000,000 shares authorized at March 31, 2026 and December 31, 2025, and none issued or outstanding at March 31, 2026 and December 31, 2025		-			-
Common stock – par value $0.0001; 800,000,000 shares authorized at March 31, 2026 and December 31, 2025; 469,062,109 and 380,763,481 issued and outstanding at March 31, 2026 and December 31, 2025, respectively		46			38
Additional paid in capital		1,079,757			805,828
Accumulated other comprehensive (loss) income		(361	)		329
Accumulated deficit		(5,438	)		(368,387	)
Total Ondas Inc. stockholders’ equity		1,074,004			437,808
Noncontrolling interest		3,857			4,011
Total stockholders’ equity		1,077,861			441,819
Total liabilities, temporary equity, and stockholders’ equity	$	2,439,370		$	1,132,841

The accompanying footnotes are an integral part of these Condensed Consolidated Financial Statements.

ONDAS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended,
	March 31, 2026			March 31, 2025
Revenues, net	$	50,122		$	4,248
Cost of goods sold		25,464			2,760
Gross profit		24,658			1,488

Operating expenses:
General and administrative		43,316			5,909
Sales and marketing		10,494			2,430
Research and development		13,519			3,459
Total operating expenses		67,329			11,798

Operating loss		(42,671	)		(10,310	)

Other income (expense), net
Other income (expense), net		136			(1	)
Change in fair value of warrant liability		389,548			-
Gain on deconsolidation of subsidiary		51,453			-

SEC Form 10-Q filed by Ondas Inc.