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) August 9, 2022

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

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:

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

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 August 9, 2022, Ondas Holdings Inc. (“Ondas” or the “Company”) issued a press release announcing its financial results for the second quarter of 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A slide presentation, which includes supplemental information relating to the Company’s financial results for the second quarter of 2022, is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Additional Information Will be Filed with the SEC

Ondas will file with the SEC a registration statement on Form S-4, which will include a prospectus of Ondas. INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONDAS, AIROBOTICS LTD. (“AIROBOTICS”), THE PROPOSED ACQUISITION AND RELATED MATTERS. Investors will be able to obtain free copies of the registration statement and other documents filed with the SEC through the website maintained by the SEC at www.sec.gov and on Ondas’ website at https://ir.ondas.com.

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 or as defined in the Israeli Securities Law 5728 – 1968. We caution readers that forward-looking statements are predictions based on Ondas’ and Airobotics’ current expectations about future events. Examples of forward-looking statements include, among others, statements regarding the proposed acquisition, including the benefits and timing of the proposed acquisition. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Ondas’ and Airobotics’ 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 other risks and uncertainties discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of Ondas’ most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of Ondas’ Quarterly Reports on Form 10-Q and in Ondas’ 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

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.

2

Exhibit 99.1

Ondas Holdings Reports Second Quarter 2022 Financial and Operational Results

Secured Initial Volume Order from Siemens Mobility for the Class I Rail 900 MHz Network

Entered into Definitive Merger Agreement to Acquire Airobotics, a Leading Developer of Autonomous Drone Systems

Conference Call Scheduled for Today at 8:30 a.m. ET

Waltham, MA – August 9, 2022 – Ondas Holdings Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of private wireless, drone and automated data solutions through its wholly owned subsidiaries, Ondas Networks Inc. (“Ondas Networks”) and American Robotics, Inc. (“American Robotics” or “AR”), reported financial and operating results for the second quarter ended June 30, 2022.

“We continue to execute on our key strategic priorities at Ondas Networks and American Robotics as we position the company for scalable growth on our road to profitability,” said Eric Brock, Ondas’ Chairman and CEO. “Today we are announcing that Siemens has placed its initial volume purchase order for the 900 MHz network, marking a significant milestone for Ondas. We believe this order represents the beginning of a multi-year deployment of our ‘dot16’ compliant FullMAX™ wireless connectivity platform across multiple mission-critical networks for the North American freight rail market. In addition to this momentous order, the newly announced development program for an on-board locomotive radio with Siemens Mobility in Europe and the initial deployment in the Caribbean of a maritime security network with a large Israeli defense contractor demonstrate growing global adoption of FullMAX™ across new end markets and regions. At American Robotics, we advanced the field work with our blue-chip customers and continued to invest in tailoring solutions to support fleet deployments. We are now approved for a total of 10 sites for autonomous operations Beyond Visual Line of Sight (BVLOS) sites across eight U.S. states and expect more site approvals in the second half of 2022, which will support additional deployments with new Franchise customers.

“We are also excited to announce today that we have reached a definitive agreement to acquire Airobotics, a leading developer of autonomous drone systems. We believe combining Airobotics with American Robotics will create the best-in-class global UAS solutions provider targeting commercial markets. The benefits of scaled technical and business development with a global footprint creates a unique opportunity to meet the requirements of our blue-chip industrial and government customers across a range of end markets, applications, and geographic regions. We believe this combination is a seminal event in the commercial drone sector, signaling that commercial UAS markets are prepared for rapid growth.

“As we look forward into the rest of 2022, we expect to execute upon the milestones we’ve set for ourselves. With our unique, turnkey solutions for mission critical data applications, we will continue our work in advancing our platform technologies through innovation, delivering on our bookings, and executing on our business development efforts to further establish ourselves as industry leaders in both our segments.”

Second Quarter 2022 and Recent Highlights – Ondas Networks

Stewart Kantor, Ondas Networks Founder and President, commented: “In the second quarter, we continued to expand our business development efforts internationally and move through network launch preparation work for the greenfield 900 MHz network with our Class I Railroad customers. The initial volume order from Siemens we announced today is a testament to the hard work of the Ondas Networks team and the huge opportunity ahead for us to help the global rail sector adopt data-intensive MC-IoT technologies which serve to improve the efficiency of rail operations. We will continue launch activities with customers on the 900 MHz network and expect to build additional backlog over the second half of 2022 as more Class I Rails act on plans to deploy our FullMAX™ wireless technology.

“We remain confident that our system is uniquely able to meet requirements for mission-critical rail applications and our customers continue their work with us to integrate our technology in preparation for the upgrading of multiple legacy systems, which include the MC-IoT Rail Lab activity with MxV Rail. While we have a foothold with our ATCS applications, we are also integrating other mission critical applications in rail, as well as in new markets such as Public Safety. Our delivery of FullMAX™ to a large Israeli defense contractor for a Caribbean installation is evidence that our MC-IOT wireless platform is applicable across various critical industries. Similarly, the new joint product development program with Siemens for the European locomotive radio platform is validating the global market opportunity for FullMAX™. In September, we will exhibit a protype of this new radio platform, along with Siemens branded, ‘dot16’ compliant Airlink™ systems at the InnoTrans 2022 Global Rail Conference in Berlin, Germany.

“For the remainder of the year, we are focused on growing our bookings, expanding our platform capabilities for new and emerging use cases, and deepening the existing relationships we have with our customers. We are on the cusp of a significant ramp for Ondas Networks on the 900 MHz network, as well as rail markets in Asia and international security markets. We believe that we have the right pieces in place to execute and deliver on the goals we have set for ourselves. We look forward to driving reorders and putting ourselves in a position to capture profitable, sustainable growth.”

Second Quarter 2022 and Recent Highlights – American Robotics (AR)

Reese Mozer, CEO and Co-Founder of American Robotics commented: “Our rapid expansion of American Robotics continued in the second quarter. We bolstered our team with key talent, captured new purchase orders from large-scale clients in our target markets, and continued to extend our regulatory leadership. In the pursuit of national fleet orders, we continued to deepen our relationships with Franchise customers through close collaboration and investment in customer-requested features such as new payloads and analytics. Most recently, we received a purchase order from Nevada Gold Mines, our second customer in the mining and bulk materials market. We also anticipate purchase orders from two new oil and gas customers in the third quarter.

“The market opportunity for autonomous drone-in-a-box systems – and the data and analytics they produce – is vast, global, and remains mostly untapped. We estimate 90% of all commercial drone markets require this technology to implement scalable routine inspections, equating to an estimated global TAM of over $100B. As a result of this market size, there are opportunities for different embodiments of this technology that are optimized for different customers, use cases, and environments. This drove our decision to acquire Airobotics, which brings together leading engineering and aviation talent, regulatory leadership, and two complementary world-class technology platforms: the American Robotics Scout System™ and Airobotics’ Optimus System™.

“We believe this combination is a huge win for the Company, our customers, and our shareholders. Instead of competing against each other, we can now offer portfolio of product options to a wider set of end markets and use cases in accelerated timelines and with an expanded global footprint. We can also learn from each other’s respective successes to accelerate future product enhancements on both platforms. For example, the Airobotics Optimus™ platform allows for the automated switching of payload and batteries, which are capabilities that we believe will further enhance our Scout System™. Similarly, the American Robotics Scout System™ is approved for Automated BVLOS operation in the United States through our portfolio of proprietary safety technologies, which are capabilities we can transfer to the Optimus™ platform. In summary, we see near term commercial demand for the Optimus™ platform and expect significant financial benefits in terms of revenue, shared operating expenses, and accelerated go-to-market timelines.”

Second Quarter 2022 Financial Results

Revenues were $0.6 million for the three months ended June 30, 2022, compared to $0.9 million for the three months ended June 30, 2021. The decrease in revenue was primarily a result of lower development activity at Ondas Networks compared with the prior year when this segment was performing significant development work.

Gross profit remained flat at $0.3 million for the three months ended June 30, 2022, compared to $0.3 million for the three months ended June 30, 2021. Gross margin improved significantly to 52.7% for the three months ended June 30, 2022, compared to 34.6% for the three months ended June 30, 2021. The margin improvement is primarily due to a larger proportion of high margin product sales in the revenue mix.

Operating expenses increased to $11.7 million for the three months ended June 30, 2022, as compared to $3.4 million in three months ended June 30, 2021. The rise in operating expenses was primarily due to investments at both American Robotics and Ondas Networks. Operating expenses during the period included $1.6 million in stock-based compensation and $1.3 million in depreciation and amortization, or a total of $2.8 million of non-cash expenses. Additionally, the prior year period did not include expenses related to American Robotics, due to the acquisition occurring on August 5, 2021.

The Company realized an operating loss of $11.2 million for the three months ended June 30, 2022, compared to a loss of $3.1 million for the three months ended June 30, 2020.  The difference was driven primarily by increased costs at Ondas Networks as investments in operations were increased in anticipation of product orders, and due to the added operating expenses of American Robotics, which was acquired in August of 2021.

Net loss was $11.3 million for the three months ended June 2022, as compared to a net loss of $2.8 million in the three months ended June 30, 2021.  Net loss was higher primarily due to the aforementioned expenses at Ondas Networks and American Robotics.

First Half 2022 Financial Results

Revenues were $1.0 million for the six months ended June 30, 2022, compared to $2.1 million for the six months ended June 30, 2021. The revenue decline was primarily due to fewer development projects with Siemens and AURA as compared with the first half of 2021. 

Gross profit was $0.4 million for the six months ended June 30, 2022, compared to approximately $0.9 million for the six months ended June 30, 2021, as a result of the aforementioned lower revenue.  Gross margin was 43.4% for the six months ended June 30, 2022, compared to 44.6% for the six months ended June 30, 2021.

Operating expenses increased to $21.7 million for the six months ended June 30, 2022, compared to $6.9 million for the six months ended June 30, 2021.  This increase was driven primarily by the increased investment at Ondas Networks and American Robotics. Operating expenses during the period included $2.9 million in stock-based compensation and $2.3 million in depreciation and amortization, or a total of $5.2 million of non-cash expenses. American Robotics expenses are not included in the prior six-months period ended June 30, 2021.

The Company realized an operating loss of $21.4 million for the six months ended June 30, 2022, compared to a loss of $6.0 million for the six months ended June 30, 2021. The increased operating expenses at Ondas Networks and from the American Robotics acquisition was the primary driver behind the higher operating loss. 

Net loss was $21.3 million for the six months ended June 30, 2022, compared to a net loss of $6.0 million for the six months ended June 30, 2021.

The Company held cash and cash equivalents of $28.0 million as of June 30, 2022, compared to $32.1 million as of March 31, 2022. The decline in cash and cash equivalents is primarily due to operating losses during the quarter in addition to a $900,000 payment made in connection with the acquisition of Ardenna. These uses of cash were partially offset by $6.0 million of net proceeds from the at-the-market (ATM) facility announced in March 2022.

Reaffirmed Financial and Operational Outlook for 2022

Ondas is reaffirming its financial and operational outlook for 2022. Ongoing investments in market expansion and deeper penetration of select verticals are expected to support commercial adoption of Ondas Networks’ FullMAX wireless platform and additional installations of AR’s Scout System™ in 2022.

Ondas Networks will continue to focus on the greenfield 900 MHz network with North American Class I Rails. Ondas Networks expects bookings and revenue growth to accelerate as the Company moves through the year with a target of $20 million in product bookings in 2022. In addition, Ondas Networks expects to secure $3.5 million in product development programs, including the European locomotive program announced in June. In the third quarter of 2022, Ondas Networks intends to continue building product inventory and increasing internal human resources to meet an expected increase in product demand for both North American Rail and International markets.

Also, the Company expects American Robotics to secure and announce additional Franchise customers for the Scout System™ in 2022. Throughout 2022, AR will continue to build inventory to meet this customer demand. In parallel, American Robotics will continue to invest in and scale its field service operations to create capacity to handle expanded drone deployments with existing customers and to support new customer activity. Scout System™ deployments will focus on a select group of blue-chip customers in the oil & gas, mining, bulk materials, and rail sectors in the coming quarters. AR is targeting 30 Scout Systems™ installed across 10 customer accounts by year-end 2022, and its objective is to secure one or more customer reorders to begin fleet expansion. In parallel, American Robotics will continue to invest in data analytics products targeted at these customers and their respective markets. We are working to secure at least one formal partnership with a customer in 2022.

Given the anticipated addition of Airobotics in the coming months, the Company’s cash operating expenses are now expected to be approximately $8.0 – $8.5 million in the third quarter. Cash operating expenses exclude non-cash expenses, such as stock-based compensation and amortization of intangible assets and goodwill.

The Company expects bookings and revenue growth to fluctuate from quarter-to-quarter given the timing of development activity in front of the targeted commercial rollout for the Rail 900 MHz network, the multiple development projects planned with Siemens Mobility and the integration and scaling of American Robotics business.

Earnings Conference Call & Audio Webcast Details

An earnings conference call is scheduled for today (August 9, 2022) at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time). Investors may access a live webcast of the earnings conference call via the “News / Events” page of the Company’s Investor Relations website at https://ir.ondas.com. Following the presentation, a replay of the webcast will be available for 30 days in the same location of the Company’s website.

About Ondas Holdings Inc.

Ondas Holdings Inc. (“Ondas”) is a leading provider of private wireless, drone and automated data solutions through its wholly owned subsidiaries Ondas Networks Inc. (“Ondas Networks”) and American Robotics, Inc. (“American Robotics” or “AR”). Ondas Networks is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial 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 designs, develops, and markets industrial drone solutions for rugged, real-world environments. AR’s Scout System™ is a highly automated, AI-powered drone system capable of continuous, remote operation and is marketed as a “drone-in-a-box” turnkey data solution service under a Robot-as-a-Service (RAAS) business model. The Scout System™ is the first drone system approved by the Federal Aviation Administration for automated operation beyond-visual-line-of-sight (BVLOS) without a human operator on-site. Ondas Networks and American Robotics together provide users in rail, agriculture, utilities and critical infrastructure markets with improved connectivity and data collection 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.

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.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Important Additional Information Will be Filed with the SEC

Ondas will file with the SEC a registration statement on Form S-4, which will include a prospectus of Ondas. INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONDAS, AIROBOTICS, THE PROPOSED ACQUISITION AND RELATED MATTERS. Investors will be able to obtain free copies of the registration statement and other documents filed with the SEC through the website maintained by the SEC at www.sec.gov and on Ondas’ website at https://ir.ondas.com.

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. We caution readers that forward-looking statements are predictions based on Ondas’ and Airobotics’ current expectations about future events. Examples of forward-looking statements include, among others, statements regarding the proposed acquisition, including the benefits and timing of the proposed acquisition. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Ondas’ and Airobotics’ 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 (1) the inability to complete the proposed acquisition, including due to a failure to obtain third party consents, or satisfy other closing conditions; (2) the risk that the proposed acquisition disrupts current plans and operations as a result of the announcement and consummation of the proposed acquisition; (3) the ability to recognize the anticipated benefits of the proposed acquisition, which may be affected by, among other things, the ability of management to integrate the combined company’s business and operation, and the ability of the parties to retain key employees; (4) costs related to the proposed acquisition; and (5) with respect to Ondas, the other risks and uncertainties discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of Ondas’ most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of Ondas’ Quarterly Reports on Form 10-Q and in Ondas’ 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.

Company Contact:

Derek Reisfield, President and CFO

Ondas Holdings Inc.

888-350-9994 x1019

ir@ondas.com

Investor Relations Contact:

Cody Cree and Matt Glover

Gateway Group, Inc.

949-574-3860

ONDS@gatewayir.com

ONDAS HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS  

ONDAS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

ONDAS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

9

Exhibit 99.2

Secofid Quarter 2022 Earfiifigs Release afid Busifiess Update NASDAQ: ONDS August 9, 2022

This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning . Ondas Holdings Inc . , and its wholly - owned subsidiaries Ondas Networks, Inc . and American Robotics, Inc . (collectively, "Ondas" or the "Company"), cautions readers that forward - looking statements are predictions based on its 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 . The Company’s 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” in the Company’s most recent Annual Report on Form 10 - K filed with the U . S . Securities and Exchange Commission (“SEC”), in the Company’s Quarterly Reports on Form 10 - Q filed with the SEC, and in the Company’s other filings with the SEC . The Company undertakes 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 . D I S C L A I M E R

LEADERSHIP TEAM E R I C B R O C K Chairman & CEO Eric is a n e ntr e pren e ur w i t h ov e r 25 y e ar s of m a nagement and i nv e st i ng e xp e ri e nc e . D E R E K R E I S F I E LD Chairman & CFO D e r e k is a n e xpe ri e nc e d e x e c u tive w ith ov e r 30 y e a r s e xpe ri e nce w i t h e ntr e pren eurial gro w t h com p ani e s , a s w e l l as e x e c u tive rol e s w ith F ortun e 50 0 com p ani e s. STEW A R T KANT O R President S t e w ar t brin g s ov e r 20 y e ar s of e xpe ri e nce in the w ir e l e s s i n dustry to O ndas N e t w or k s. REES E M O Z ER CEO R ee se is a n e ntr e pren e ur an d robot i cis t w i t h ov e r 1 0 y e ar s of e xpe ri e nce d e v e l op i ng and mark e ting auton o mo u s dron e s.

C l a ss I Ra i l s p r o g res s i ng; 90 0 MHz N e t w o r k l e a d i ng t o e x p a n de d o p p o rtun i tie s g l o b a l l y I N T R O D U C T I O N Business plans and product roadmaps on track at Ondas Networks and American Robotics A m eri c a n Ro b o ti c s e x tend s l e a d ers h i p p o s i ti o n with new c u s tomer s , p r o d u c t f eature s , a nd re g u l a tory mile s to n es O n d a s i s i n v est i ng i n tech n o l o g y, p e o p l e , a nd p a rtner s t o win g l o b a l i n d u str i a l d a ta mar k ets

In i ti a l V o l u m e O rde r R e c ei v e d f r o m S i em e ns M o b ili t y i n 90 0 MHz MAJOR DEVELOPMENTS Significant events signal business plan on track; creating value for shareholders Ag ree m en t t o Ac q u i r e Air o b o ti c s , a l e a d i ng a ut o mate d UAS p l a t f o r m p r o v i d er

MILESTONE ORDER SECURED • Marks beginning of commercial deployments • Mix of N G - A T CS , Mercury a nd V e n us b a se statio n s a nd remotes • Deliveries commencing in 2022 Ondas Networks receives initial 900 MHz volume order

INVESTING FOR SCALE Challenging economy and volatile markets create opportunity to accelerate timelines… + Strong balance sheet + Investing in MC - IoT platform technologies + ATM supports value - creating investments

AGENDA Overview of Airobotics Transaction Financial Review Strategic Update Outlook Investor Q&A

Leading Platforms Will Combine to Accelerate Next Generation of Commercial Drone Market

LANDMARK ACQUISITION Creating the global Commercial UAS leader… + Adding world - class technology and talent + Offers technical, regulatory and go - to - market synergy; extends competitive advantages + Significant financial benefits including new revenue opportunities with active customer pipeline and reduced redundant development costs Reached Definitive Merger Agreement to acquire Demonstrates Ondas’ unique ability to lead the scaling of automated Commercial UAS solutions

DEMO VIDEO

INTRODUCING AIROBOTICS Airobotics is a world leading provider of end - to - end automated aerial data systems and services Airobotics is providing high - value data services to customers in Smart City, Public Safety, Homeland Security, Construction and Defense markets FOUNDED 2014 EMPLOYEES 40 LISTED: (TEL AVIV ST O C K E X C H A N GE): TA S E: AIRO LOCATION Israel REVE N U E / ASSET SAL E S ( 1 ) $3.3M/ $1.0M (2) BUSINESS MODEL Data as a Service Direct sales SYSTEM CERTIFICATION FAA Type Cer t if i cat i on (in process) INVESTED CAPITAL >$130M SEL E C T I N VEST O RS SMART CITY CONSTRUCTION DEFENSE HLS USA Israel UAE Singapore (1) Source: Airobotics public filings. (2) Airobotics generated an additional $1.0 million in proceeds in in 2021 Optimus platform sales deemed as Asset Sales under IFRS accounting principles..

STRATEGIC RATIONALE — SCALE FOR CUSTOMERS Creation of a global UAS solutions provider to lead the consolidation of the commercial drone sector Extend Technology Leadership Leading UAS and Robotics Talent Global Regulatory Success Global Marketing & Services Platform Financial Benefits

ACQUISITION — KEY TERMS + All share transaction; Exchange ratio = 0.16806 + Equivalent to ~ 2.8 million Ondas shares; valued at ~ $15.2 million (1) + Ondas may provide a Senior Secured $1.5 million loan prior to close + Clo s e exp e ct e d i n 2H 2 0 22 ( 2 ) (1) As of August 5, 2022. Excludes approximately 1.7 million shares underlying options and warrants to be outstanding following the acquisition. (2) The acquisition is subject to the satisfaction of numerous conditions, including the receipt of Airobotics’ shareholder approval in respect to the acquisition and the receipt of all material third party consents

Robo t ic Arm Da t a C a p t ure & De l ivery P ay l o a d s B at t ery Ca b in e t P ay l o a d Ca b in e t Rea l - T i m e U s er In t er f ace Data P latf o rm AIROBOTICS TECHNOLOGY PLATFORM Fully automated data capturing and analysis infrastructure for continues 24/7 drone operations without human intervention + ROBUSTNESS Rugged exterior and climate - controlled Drone shelter for harsh weather and industrial environments + FULL AUTOMATION 24/7 MULTIPLE DATA COLLECTION Allowing routine data capture without human intervention + C O VERA G E AREA 80 sq/km coverage area D o c k ing S t a t i o n & Air b a s e Aut o ma t ed Dr o ne

AUTONOMOUS PLATFORM LEADERSHIP Complementary technology platforms for expanded opportunities in new markets and accelerated offerings in existing markets F OC U S E N D MA R K E T S O il & Gas, R ai l , Bu l k M at e ria l s, M i n i n g, Agr i cult u re Se curit y , Publ i c S afet y , D e fens e , C onstruct i o n, S ma rt C i t i e s REGULATORY Automat e d B V LO S T y pe C e rtif i cati o n ( I n Proc e ss) UN IQ UE F UN CTIO N A L ITY Auto n om o us O ps, D e t e c t - an d - Av o id ( D A A ), A I - Po w e r e d Anal y t i cs, Hig h - Re s I magi n g, Ga s D e t e cti o n C ont i nuous O ps, Batt e ry S w app i n g , Pa yl oad S w app i n g , L i v e V id e o, LI DAR PRESENCE Un i t e d S tat e s I srae l , S i n gapor e , UAE BA S E DIM E N S IO NS D e pth: 66 ” (D o ors C l o s e d) H e i g ht: 50 ” W i dth: 5 6 ” D e pth: 104.3 ” (D o ors C l o s e d) H e i g ht: 86.6 ” W id t h: 84.6 ”

REGULATORY LEADERSHIP Extending our Moat: + Dramatically increases TAM + Establishes head start – extends competitive advantage + Significant cost savings and time to market advantages BVLOS Ap p r o v a l s for U AS o p er a ti o n with no human intervention Cr i ti c a l a c o u s ti c s - b a s e d DAA CONOPS established TYPE C ERTIFI C A TION Ri g or o us p r o c es s t o o b ta i n c ertifi c a ti o n ( p en d ing) Air w o rth ine s s d es i g n a ti o n a ll o ws for fli g ht o p er a ti o ns o v er p e o p l e a nd in ur b a n a reas

FINANCIAL REVIEW Q2 and 1H Financial Results

FINANCIAL REVIEW | Q2 2022 Key Takeaways: + P&L reflects preparation for larger commercial rollouts in 2022 and 2023 for Ondas Networks and American Robotics + O PEX inc r e as e r e f lect s a d d iti o n of American Robotics post - acquisition + O PEX inc lu d es no n - c a sh expe n ses of $2.8 million for Q2 2022 and $0.5 million for Q2 2021 SE L E CT P&L DATA Three Months Ended June 30, (Unaudited) 2022 2021 Revenues, net $ 604,219 $ 887,432 Cost of goods sold 285,638 580,675 Gross profit 318,581 306,757 Operating expenses: General and administration 6,090,053 2,495,271 Sales and marketing 731,246 196,149 Research and development 4,870,369 753,642 Total operating expenses 11,691,668 3,445,062 Operating loss (11,373,088) (3,138,305) SUPPLEMENTAL INFO: Depreciation and Amortization 1,285,339 165,122 Stock - based Compensation 1,555,184 301,657 2,840,523 466,779

F I N A N C I A L RE V I E W | 1 H 2 0 2 2 Key Takeaways: + P&L reflects preparation for larger commercial rollouts in 2022 for Ondas Networks and American Robotics + O PEX inc r e as e r e f lect s a d d iti o n of American Robotics post - acquisition + O PEX inc lu d es no n - c a sh expe n ses of $5.2 million for 1H 2022 and $2.0 million for 1H 2021 SE L E CT P&L DATA F i r s t H a l f Ju n e 30, (Unaudited) 2022 2021 Revenues, net $ 1,014,417 $ 2,052,196 Cost of goods sold 573,571 1,136,025 Gross profit 440,846 916,171 Operating expenses: General and administration 11,614,770 4,904,124 Sales and marketing 1,412,909 383,521 Research and development 8,777,588 1,648,219 Total operating expenses 21,805,267 6,935,864 Operating loss (21,364,4221) (6,019,693) SUPPLEMENTAL INFO: Depreciation and Amortization 2,349,642 345,058 Stock - based Compensation 2,883,579 1,650,119 5,233,221 1,995,177

F I N A N C I A L RE V I E W | 1 H 2 0 2 2 Key Takeaways: + Balance sheet healthy + Investments reflect leasehold improvements, building of Scout Systems and Ardenna purchase + Businesses are capital light from a CapEx perspective + ATM supports growth; raised ~ $6.0 million at average price of $7.17 SE L E CT C ASH F L O W DATA F i r s t H a l f Ju n e 30, (Unaudited) 2022 2021 Net cash used in operating activities $ (15,302,003) $ (7,088,688) Net cash used in investing activities (3,538,148) (2,166,127) Net cash provided by financing activities 6,039,105 41,744,187 Increase (Decrease) in cash (12,801,046) 32,489,372 Cash and cash equivalents, beginning 40,815,123 26,060,733 Cash and cash equivalents, end $ 28,014,077 $ 58,550,105

FINANCIAL REVIEW | Q2 2022 Key Takeaways: + Strong balance sheet + $28 million of cash + Modest debt levels + Equity base reflects substantial value of technology platforms and IP for both Ondas Networks and American Robotics SE L E CT BA L A N CE S H EE T DATA Ju n e 3 0 , 2022 De c e mb er 31, 2021 (Unaudited) ASSETS Cash and cash equivalents $28,014,077 $40,815,123 Total assets $113,920,301 $117,438,575 L IA B I L ITIE S A N D ST O C K HO L DERS ' DE F ICIT Total debt $300,000 $300,000 Total liabilities $8,223,009 $5,205,743 Total stockholders' equity $105,697,292 $112,232,832 Total liabilities and stockholders' equity $113,920,301 $117,438,575

Key Priorities and Accomplishments for Ondas Networks and American Robotics STRATEGIC REVIEW

PROGRESS ON KEY PRIORITIES Siemens 900 MHz order is commercial adoption inflection point + V o l ume o rd er with del i v er y c o m m en c i ng i n 2 02 2 + Launch activity advances; 900 MHz use case expanding beyond ATCS + MxV Rail engaged on MC - IoT Rail lab; expect expansion to other bands + Product development with Siemens broadens + Opened new security vertical via Caribbean maritime network installation Positioning company to be long - term leader of industrial drones + Progressing through initial deployments with Fortune 100 customers + Announced new Franchise customers (SMG, NMG); seasoned pipeline + Se cured a dd i ti o n a l F AA a pp r o v a l s + In v est i ng i n v a l u a b l e p a y l o a d s , AI/ML d a ta a n a l yti c s with Dyn a m . AI + Announced transformative agreement to acquire Airobotics

TRANSITION TO MULTI - PURPOSE 900 MHZ BROADBAND 900 MHz (Legacy NB) 900 MHz ( ) Today 2023/2025 2023 Onward Legacy ATCS Single Pu r p ose NG – AT CS M C - IoT Multi - purpose Backwards Com p at i b l e Coverage/Capacity Expansion Interlocking U AS Hi - R a i l Yard Autom a t i on D EPLO Y M EN T S T R AT EGY ► Transition to NG - ATCS ► Expand network capacity ► Add Edge applications Cro s s ing s & Wayside MxV Ap p li c a t i ons

STRATEGIC REVIEW — ONDAS NETWORKS Pulling through demand with Siemens + Secured initial 900 MHz volume order from Siemens for Class I Rails + Continuing to support 900 MHz launch customers • System Maintenance • Customer Support + Now active with 5 Rail customers on 900 MHz supporting both ATCS and new MC - IoT Rail applications + Order pending for jointly developed HOT product for Asian customer • Siemens packages • Shipping • Acceptance / Testing • Installation Procedures • Production • Purchasing • Delivery scheduling • Engineer Training

STRATEGIC REVIEW — ONDAS NETWORKS New networks, New products, New markets + Joint - product development with Siemens expands • Head - of - Train 450 MHz (HOT) programs (N.A. and Asia near completion • Expect initial order from Siemens in Q3 2022 for major Asian Railroad; North America to follow • New European on - board locomotive radio program launched in June 2022 + MC - IoT Rail Lab delivery to MxV Rail in Pueblo, CO slated for August + Identified new network opportunities in North American Passenger & Transit market + Maritime security network deployment in Caribbean • Initial deployment with Israeli defense vendor • Expect additional orders for maritime perimeter security in 2022 Exhibiting with Siemens at InnoTrans 2022 global rail conference in Berlin in Q3

STRATEGIC REVIEW — AMERICAN ROBOTICS Recap of market opportunity we are pursuing + Global commercial drone market opportunity estimated to be $127B at scale + We estimate 90% of this market requires automated drone - in - a - box (DIB) tech to be practical and scalable + We estimate over 10 million assets sites around the world have need for autonomous DIB + Most of these are mission - critical and safety - critical operations with large customers who have the need for fleets of systems (100s or 1000s)

Customer Engagement thus far Next steps Potential ARR (1) Field testing, environmental testing, requirements definition, new payload integration, analytics development, safety a n a l y si s, F A A sit e a p p ro v a l Field testing, additional use case discovery, additional payload integration, analytics development, API integration $200M+ Field testing, environmental testing, requirements definition, new payload integration, analytics development, safety a n a l y si s, F A A sit e a p p ro v a l Initial field testing complete, in discussions with corporate groups for next steps $70M+ Field testing, API integration, F A A si t e a pp r o val Field testing, increased flight cadence, additional site selection $30M+ STRATEGIC REVIEW Customer progress (1) Company estimates: Potential ARR represents estimated revenue opportunity with full fleet deployment.

Customer Date Added Use Case(s) A pr i l 2 0 22 Plant health analysis June 2022 Mine volumetrics O&G Company Expected Q3 Loss of containment, fugitive emissions, asset inspection, security O&G Company Expected Q3 Loss of containment, fugitive emissions, asset inspection, security STRATEGIC REVIEW New customers added

Customer Date Announced Justification Value to customers High resolution RGB payload J u ly 2 0 22 Requested by O&G customers, applicable to most markets Expanded use cases, more detailed imagery High resolution thermal payload J u ly 2 0 22 Requested by O&G customers, applicable to most markets Expanded use cases, more detailed imagery Loss of containment analytics J u ly 2 0 22 Requested by O&G customers Automatic detection of oil leaks O&G a nalyt i c s f e a t ure Expected Q4 Requested by O&G customers To be announced O&G analytics feature Expected Q4 Requested by O&G customers To be announced O &G pa y l o a d Expected Q4 Requested by O&G customers To be announced Rail payload Expected Q4 Unlocks high - value use cases using Ardenna software To be announced STRATEGIC REVIEW Product roadmap progress

Approval / Event Date Received Value First - in - history Automated BVLOS waiver and exemption package J a n 2 0 21 Unlocks scalable autonomous drone operations required by estimated 90% of commercial drone market FAA BVLOS Aviation Rulemaking Committee (ARC) J u ly 2 0 21 Invited as industry leader to join FAA rulemaking committee 7 additional sites approved for Automated BVLOS Ap ri l 2 0 22 Applies existing approval set to customer sites across 8 U.S. states; Proves scalability of approvals Expanded Automated BVLOS authorization J u ly 2 0 22 *Details to be announced shortly* White House Advanced Air Mobility (AAM) Summit Au g 2 0 22 Invited to participate as industry leader in historic summit setting drones as national priority Removal of “Market Survey” restriction Expected Q3 Enables unlimited number of commercial operations Additional sites granted Expected Q4 Applies existing approval set to new customer sites STRATEGIC REVIEW Regulatory progress

STRATEGIC RATIONALE — SCALE FOR CUSTOMERS Extend Technology Leadership + C o m b i n e s b e s t - i n - c l as s pla t f o rm s un d e r s i n g l e ro of + A u to n o m y, payl oa d s , A I - p o we r e d data ana l yt i cs + Battery sw a p p i n g, payl oad sw a p p i n g, base h o p ping + F u ll MA X Œ C2, saf e t y sys t e ms , D A A Leading UAS and Robotics Talent + Experienced management teams with long histories in industry + H ardwar e , so f tw are , an d A I e x p e rt ise + Reg u l ator y an d p o li c y e x p e rt ise + Engineering scale offers product roadmap dominance Global Regulatory Success + A R w i t h mar k e t - l e ading A utomat e d B V L OS ap p ro v a l s + Airobotics on path for FAA Type Certification + C o mm e rc i a l D ron e A lli anc e (C D A ) b o ar d m e m b e r + B V L OS A v i at i on Rul e - making C o mm i tte e m e mb e rs Global Marketing & Services Platform + Bro ad e r p ortf o li o of cus t om e r so l ut i o n s + Ex p an d e d mar k e t s an d u s e cases + Geographic reach for both Scout System Œ and Optimus System Œ Financial Benefits + Customer pipeline offers immediate revenue; enhanced growth profile + Engineering investments leveraged over multiple products and platforms + Eliminate duplicative development and administrative costs + Expect scale to result in a lower cost of capital

Outlook Summary

OULOOK — KEY BUSINESS TARGETS + E x p e c t t o se c ure o rd er s f r o m a t l e a s t 5 Ra i l r o a d s i n 2 02 2 + Maintain $20 million bookings goal for 2022 + Pursuing multiple new development Rail programs; $3.5 mi l li o n ta r g e t for 2 02 2 + Secure purchase order for International market + Expect to secure Scout System Œ orders from 10 or more customers + E x p e c t pur c h a s e o rd er s for 2 0 S c o ut S y s te m s Œ for 2 02 2 + Expect to secure at least one customer reorder for fleet deployment + Targeting at least one formal customer partnership

SCALING INDUSTRIAL TECHNOLOGY PLATFORMS + Balance sheet remains healthy + Cash OPEX expected to be approximately $8.0 – $8.5 million for Q3 2022 + ATM is an efficient mechanism to fund growth Continue to cement and extend leadership

AIROBOTICS ACQUISITION ACCELERATES GROWTH PLAN Creation of a global UAS solutions provider to lead the consolidation of the commercial drone sector + Leading technology platforms and management teams emerging + Sophisticated customers driving market adoption need a scaled player • Automated systems are complex to adopt and deploy • Must lead the development of payloads and data analytics • Require support across large operation footprints and regions + Platforms must meet rigorous performance and regulatory standards Customers, Talent and Capital will migrate to the leaders in a winner take most market

LEADING UAS PLATFORMS ARE VALUABLE MARKETS Indus tr i a l , A g r i cultu r e , Security, Defense Consumer, Infrastructure, Public Safety, Defense Pa ck a ge D e li v e r y Defense Urban Air Mobility BARRI E R S TO E N TRY HIGH MEDIUM MEDIUM MEDIUM HIGH E S TIMA T E D MA R K E T SIZE (1) $114B $64B $47B $20B $115B VALUATION (2) ~ $200M > $1.0B $2.75B $4.6B ~ $4.0B N OTABLE I N V E S TORS (1) Source: Estimates of total addressable market (TAM) based on various industry studies (2) Source: CapitalIQ; Based upon last available public report as of August 5, 2022

CLOSING REMARKS Business development on track at Ondas Networks and American Robotics Delivering on 900 MHz Network and expanded platform opportunities American Robotics demonstrating industry leadership for customers Ondas is investing to win with its partners and ecosystem

Investor Q&A

No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 , as amended . Important Additional Information Will be Filed with the SEC Ondas will file with the SEC a registration statement on Form S - 4 , which will include a prospectus of Ondas . INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONDAS, AIROBOTICS, THE PROPOSED ACQUISITION AND RELATED MATTERS . Investors will be able to obtain free copies of the registration statement and other documents filed with the SEC through the website maintained by the SEC at www . sec . gov and on Ondas’ website at https : //ir . ondas . com . IMPPORTANT DISCLOSURES

Thafik You for Listefiifig www.ondas.com www.linkedin.com/company/ondasnetworks/ www.twitter.com/OndasNetworks www.american - robotics.com www.twitter.com/AmericanRobotic