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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)
March 9, 2026
Ondas 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.) |
222 Lakeview Avenue, Suite 800, West Palm
Beach, Florida 33401
(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)) |
| |
|
| ☐ |
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 |
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 March 9, 2026, Ondas
Inc. (the “Company”) issued a press release announcing its preliminary results for the fourth quarter and full year of
2025 and that it will announce its full results on March 25, 2026. 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, 2025 and its results of operations for the quarter and full year ended December 31, 2025.
The information furnished pursuant
to Item 2.02, including Exhibits 99.1, 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. 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 March 9, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 9, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
Exhibit 99.1
Ondas Reports Preliminary Fourth Quarter and
Full Year 2025 Financial Results and will Report Final
Results on March 25, 2026 at 8:30 a.m. ET
Fourth Quarter and full year 2025 preliminary
revenue of between $29.1-$30.1 million and between $49.7-$50.7 million,
respectively, both ahead of guidance provided in January 2026
Reiterates prior full year 2026 revenue outlook
of $170-$180 million before the impact of any new acquisitions
WEST PALM BEACH, FL / March 9, 2026 / Ondas
Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous aerial and ground robot intelligence
through its Ondas Autonomous Systems (OAS) business unit and private wireless solutions through Ondas Networks, today announced its preliminary
results for the fourth quarter and full year of 2025 and will announce its final results on March 25, 2026. The Company will hold a conference
call on Wednesday, March 25, 2026, at 8:30 a.m. Eastern Time to discuss its financial results for the fourth quarter and full year ended
December 31, 2025. The final results will be reported in a press release prior to the conference call.
Preliminary Financial Results
For the fourth quarter of 2025, we expect to report
revenues between $29.1 and $30.1 million, which is above our prior guidance of $27 to $29 million. We expect net loss between $(20.9)
and $(20.4) million, and adjusted EBITDA between $(11.4) and $(10.9) million.
For the full year 2025, we expect to report revenues
between $49.7 and $50.7 million, which is above our prior guidance of $47.6 to $49.6 million. We expect net loss between $(53.3) and $(52.8)
million and adjusted EBITDA between $(32.9) and $(32.4) million.
Adjusted EBITDA excludes depreciation, amortization
of intangibles, acquisition-related expenses, stock-based compensation, interest income and expense, foreign exchange gains and losses,
changes in fair value of investments and government grant liabilities, income taxes, and other non-operating income. A reconciliation
between net loss and adjusted EBITDA is provided below.
Ondas also reiterates our full year 2026 revenue
guidance of $170-$180 million. This guidance does not reflect any new acquisitions announced in 2026.
Our cash and cash equivalents as of December 31,
2025 on pro-forma basis, including approximately $1 billion raised on January 12, 2026, exceeds $1.5 billion.
The preliminary financial data included above
has been prepared by, and is the responsibility of, the Company’s management. These preliminary operating results are not a comprehensive
statement of the Company’s financial results as of and for the fourth quarter and year ended December 31, 2025 and should not be
viewed as a substitute for full consolidated financial statements prepared in accordance with accounting principles generally accepted
in the United States.
Investor Conference Call Details
The Company will hold a conference call and simultaneous
webcast on Wednesday, March 25, 2026, at 8:30 a.m. Eastern Time to discuss its financial results for the fourth quarter and full year
ended December 31, 2025. The final results will be reported in a press release prior to the conference call.
Date: Wednesday, March 25, 2026
Time: 8:30 a.m. Eastern Time
Toll-free dial-in number: 844-883-3907
International dial-in number: 412-317-5798
Call participant pre-registration link: HERE
The Company encourages listeners to pre-register,
which allows callers to gain immediate access and bypass the live operator. Please note that you can register at any time during the call.
For those who choose not to pre-register, please call the conference telephone number 10-15 minutes prior to the start time, at which
time an operator will register your name and organization.
The conference call will also be broadcast live
and available for replay here and via the investor relations section of the Company’s website at ir.ondas.com. A replay will be accessible
from the investor relations website after completion of the event.
About Ondas Inc.
Ondas Inc. (Nasdaq: ONDS) is a leading provider
of autonomous systems and private wireless solutions through its business units Ondas Autonomous Systems (OAS), Ondas Capital and
Ondas Networks. Ondas’ technologies offer a powerful combination of aerial intelligence and next-generation connectivity to enhance
security, operational efficiency, and data-driven decision-making across essential industries.
Ondas Autonomous Systems (“OAS”) delivers
a portfolio of AI-powered defense and security platforms deployed globally to protect sensitive sites, populations, and critical infrastructure.
Through its operating companies—American Robotics, Airobotics, Apeiro Motion, Roboteam Ltd., and Sentrycs—OAS provides
an integrated suite of autonomous aerial, ground, and counter-UAS solutions. These include the Optimus System, the first FAA-certified
small UAS for fully automated aerial security and data capture; Iron Drone Raider, an autonomous counter-UAS interception platform; Roboteam’s combat-proven
tactical ground robotic systems for military and special operations forces; Apeiro Motion’s advanced ground robotics and tethered
UAV systems with proprietary navigation and communications technologies; and Sentrycs’ Cyber-over-RF (CoRF) and protocol-manipulation
counter-UAS solutions.
Ondas Capital plans to combine advisory services
and strategic investment management services to accelerate the rapid scaling and global deployment of unmanned and autonomous systems
to Allied defense and security markets.
Ondas Networks provides software-defined wireless
broadband technology through its FullMAX platform, based on the IEEE 802.16t standard. This standards-based system delivers high-performance
connectivity for mission-critical IoT applications in markets such as rail, utilities, oil and gas, transportation, and government.
For additional information on Ondas
Inc.: www.ondas.com, X and LinkedIn
For Ondas Autonomous Systems: LinkedIn
For Airobotics: www.airoboticsdrones.com, X and LinkedIn
For American Robotics: www.american-robotics.com, X and LinkedIn
For Sentrycs: www.sentrycs.com, X and LinkedIn
For Roboteam: www.robo-team.com, X and LinkedIn
For Apeiro Motion: www.apeiro-motion.com, LinkedIn
For Ondas Networks: www.ondasnetworks.com, X and LinkedIn
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 measures, contained in
this press release to the most directly comparable measures under GAAP, which reconciliations are set forth in the tables below.
We believe that Adjusted EBITDA facilitates analysis
of our ongoing business operations because such measures exclude 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 and cash operating expenses differently, and therefore our measures may not be comparable
to similarly titled measures used by other companies. Adjusted EBITDA and cash operating expenses 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.
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 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
IR Contact for Ondas Inc.
888-657-2377
ir@ondas.com
Media Contact for Ondas Inc.
Escalate PR
ondas@escalatepr.com
Preston Grimes
Marketing Manager, Ondas Inc.
preston.grimes@ondas.com
ONDAS INC.
PRELIMINARY FINANCIAL RESULTS AND RECONCILIATION
OF ADJUSTED EBITDA
(Unaudited, dollars in millions)
| | |
Three Months Ended
December 31, | | |
Twelve Months Ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Select Financial Data | |
| | |
| | |
| | |
| |
| Revenues, net | |
$ | 29.1 – 30.1 | | |
$ | 4.1 | | |
$ | 49.7-50.7 | | |
$ | 7.2 | |
| Net Loss | |
$ | (20.9 – 20.4) | | |
$ | (10.3 | ) | |
$ | (53.3 – 52.8) | | |
$ | (38.0 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Reconciliation of Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | |
| Net Loss | |
$ | (20.9 – 20.4) | | |
$ | (10.3 | ) | |
$ | (53.3 – 52.8) | | |
$ | (38.0 | ) |
| Depreciation | |
| 0.4 | | |
| 0.2 | | |
| 0.9 | | |
| 0.6 | |
| Amortization of acquisition related intangible assets | |
| 2.6 | | |
| 1.0 | | |
| 5.8 | | |
| 4.2 | |
| Acquisition related expenses(1) | |
| 3.6 | | |
| - | | |
| 4.3 | | |
| - | |
| Stock-based compensation | |
| 6.8 | | |
| 0.3 | | |
| 16.0 | | |
| 1.3 | |
| Provision for income taxes | |
| 0.7 | | |
| - | | |
| 1.0 | | |
| - | |
| Other (income) expense, net(2) | |
| (4.6 | ) | |
| 1.8 | | |
| (7.6 | ) | |
| 3.4 | |
| Adjusted EBITDA | |
$ | (11.4 – 10.9) | | |
$ | (7.0 | ) | |
$ | (32.9 – 32.4) | | |
$ | (28.5 | ) |
| (1) | Acquisition related expenses include legal, accounting, and
other due diligence expenses related to acquisitions. |
| (2) | Other (income) expense, net includes (i) interest and dividend
income, (ii) unrealized gain on investments, (iii) interest expense, (iv) foreign exchange gain (loss), net, (v) change in fair value
of government grant liability, and (vi) other non-operating income (expense), net. |
