0001213900-26-035981
SEC filingRevenue surged 605% to $50.7M on OAS acquisitions, but net loss widened to $133.4M due to warrant liability and operating costs.
Ondas Holdings Inc. describes itself as "a defense, security, and critical infrastructure technology company" organized around three business units: Ondas Autonomous Systems Inc. (OAS), Ondas Networks Inc., and Ondas Capital Inc. The company develops and commercializes autonomous systems, private wireless networking technologies, and strategic investment initiatives for governments and industrial customers.
OAS focuses on autonomous and unmanned aerial and ground systems for defense, homeland security, public safety, and critical infrastructure, with pillars including Counter-UAS (CUAS), Aerial ISR, Unmanned Ground Vehicles (UGVs), and Loitering Munition Systems (LMS). Ondas Networks provides mission-critical private wireless connectivity via the FullMAX software-defined radio platform, targeting industrial IoT applications. Ondas Capital supports growth through strategic investments and partnerships, particularly a Ukraine-to-US/EU scaling strategy.
Key products include the Optimus System™ (autonomous aerial platform), Iron Drone Raider™ (autonomous interceptor), CoRF CUAS (cyber/RF counter-drone), 4M Defense land intelligence for demining and UXO clearance, Roboteam UGVs, Apeiro Motion autonomy software, and the FullMAX SDR platform for private wireless networks.
OAS uses direct sales and channel partners, with a Drone Infrastructure and Data-as-a-Service (DaaS) model. Ondas Networks sells through direct sales and value-added resellers globally. The company is focused on Tier 1 countries: North America, UK, Germany, Poland, India, Japan, UAE, and Singapore. Customer concentration is high: in 2025, two customers accounted for approximately 55% and 11% of revenue, respectively.
OAS competes with other drone OEMs on autonomous operation, ease of use, reliability, safety, and regulatory compliance. Ondas Networks competes with public cellular networks (vulnerable to cyberattacks and outages), private wireless products (unlicensed Wi-Fi has interference issues; narrowband radios are too slow), satellite technologies (high latency and cost), and low-power wide-area networks (LP-WANs) which lack mission-critical reliability.
The company's strategy includes OAS's Core + Strategic Growth program (scaling core platforms, expanding integrated Systems-of-Systems offerings, pursuing strategic acquisitions, and executing Project Hive for loitering munitions), Ondas Networks' focus on North American rail network adoption, and Ondas Capital's Ukraine-to-US/EU scaling strategy to bring battle-proven technologies to allied markets.
As of December 31, 2025, Ondas had approximately 459 full-time employees and 36 part-time employees. Of these, 41 full-time are allocated to Ondas Inc. and Ondas Networks, 8 to Ondas Capital, and 410 full-time plus 36 part-time to OAS. None of the employees are covered by a collective bargaining agreement.
For the year ended December 31, 2025, Ondas Holdings reported total revenue of $50.7 million, a 605% increase from $7.2 million in 2024. The growth was primarily driven by the OAS segment, which contributed $44.5 million of the increase, largely from acquired companies ($26.9 million) and Airobotics product sales ($16.4 million) and service revenue ($1.2 million). Product revenue surged 1,137% to $34.6 million, while service revenue grew 311% to $10.2 million. Development revenue also rose 210% to $5.9 million.
Cost of goods sold increased to $30.6 million from $6.9 million, reflecting higher volume and acquisition costs. Gross margin improved dramatically from 5% to 40%, driven by the favorable mix shift toward higher-margin product sales in OAS. However, total operating expenses more than doubled to $78.5 million from $35.0 million, with general and administrative expenses rising 159% to $44.5 million, sales and marketing up 147% to $13.2 million, and research and development up 67% to $20.9 million. The increases were due to stock-based compensation, higher headcount, professional fees, and acquisitions.
Other expense totaled $74.5 million, up from $3.4 million, largely due to a $82.2 million loss from the change in fair value of warrant liabilities, partially offset by higher interest and dividend income. Net loss widened to $133.4 million from $38.0 million, with basic and diluted EPS of $(0.62) versus $(0.61). Adjusted EBITDA remained negative at -$31.3 million compared to -$28.5 million.
The OAS segment was the primary growth engine, with revenues reaching $49.8 million (846% YoY). Product revenue was $34.4 million, service $10.2 million, and development $5.1 million. The growth was fueled by acquisitions and increased sales of the Optimus System and Iron Drone Raider. Ondas Networks saw a 49% decline to $1.0 million, mainly from reduced development revenue, with product revenue increasing but insufficient to offset the drop.
Management expects to fund operations for the next twelve months from cash on hand ($594.4 million as of December 31, 2025), additional financing of approximately $1 billion gross from January 2026 equity offerings, gross profits from revenue growth, and potential customer prepayments or warrant proceeds. The company continues to invest in R&D and sales expansion, with an emphasis on scaling OAS. However, no specific revenue or margin guidance was provided. Key risks include reliance on acquisition integration, warrant liability volatility, and the need to achieve profitability.
As of December 31, 2025, Ondas held $550.7 million in cash and cash equivalents, plus $43.6 million in restricted cash (primarily escrow for Sentrycs acquisition). Short-term investments totaled $21.8 million. Total debt declined sharply to $12.5 million from $54.2 million in 2024, driven by conversion of convertible notes into equity. Stockholders' equity surged to $441.8 million from $16.6 million, largely from equity offerings and acquisitions. Inventory increased to $22.0 million, reflecting acquired businesses. Deferred revenue (contract liabilities) rose to $8.5 million, including $0.5 million long-term.
The notes disclose no material purchase commitments for inventory or capacity. The most significant contractual obligation is the $75.0 million accrued purchase consideration for Sentrycs, payable in cash and stock over four dates. Additionally, operating lease commitments total $16.2 million undiscounted, and remaining performance obligations (RPO) are $0.5 million. Contingent consideration for SPO could reach $1.2 million. Government grant liabilities (Israel Innovation Authority) stand at $3.7 million.
Ondas did not repurchase shares or declare common dividends. Preferred dividends of $1.6 million were paid to redeemable noncontrolling interest. Debt reduction was substantial: the 2022, 2023, and 2024 Additional Notes were fully repaid through conversions ($51.2 million principal) and interest ($2.1 million). New debt issued was minimal ($0.9 million in Ondas Networks convertible notes). Capital expenditures totaled $2.0 million (4.0% of revenue), primarily for equipment. The company raised $829.5 million net from common stock and warrant sales to fund acquisitions and operations.
No segment-level revenue or profit is disclosed in the notes. Revenue is disaggregated by type (product $34.6M, service $10.2M, development $5.9M) and geography: Israel $30.8M (61%), Germany $6.6M (13%), UAE $3.9M (8%), US $1.6M (3%), other $7.8M (15%). This breakdown reflects the post-acquisition mix, but segment economics are not separately reported.
Ondas Holdings has incurred significant operating losses since inception, with an accumulated deficit of $368.4 million as of December 31, 2025. The company expects losses to continue as it invests in growth. A critical risk is customer concentration: two customers accounted for 55% and 11% of 2025 revenue, and one customer represented 73% of accounts receivable. Losing any key customer would materially harm the business.
A substantial portion of revenue comes from government customers, particularly through the OAS segment. Government contracts are subject to budget approvals, termination for convenience, and competitive bidding, which could lead to reduced or delayed funding. Additionally, the company faces evolving FAA regulations for unmanned aerial systems (UAS) and FCC rules for licensed spectrum, which could increase compliance costs or restrict operations.
Many subsidiaries operate in Israel, exposing the company to war and geopolitical instability. While no material disruptions have occurred to date, a prolonged conflict could impair operations. The recent shift in US trade policy, including increased tariffs on imported components, poses a significant risk to supply chain costs and margins. The company acknowledges that tariffs could materially affect gross margins and growth.
The company's success depends on adoption of its IEEE 802.16t wireless standard and commercial UAS markets, both of which are nascent and uncertain. Products are complex and may contain defects, leading to warranty claims, recalls, or product liability. The lengthy sales cycle (one to three years) adds unpredictability. Competition is intense, and failure to innovate could render products obsolete.
Ondas relies on a limited number of suppliers for critical components, often without long-term agreements. The global semiconductor shortage and potential raw material scarcities could cause manufacturing delays. Any disruption in supply could impair the ability to fulfill orders and increase costs.
The company's intellectual property is protected by patents, trademarks, and trade secrets, but enforcement is costly and uncertain. Open-source software use could inadvertently require disclosure of proprietary code. Cybersecurity risks are managed through ISO-aligned policies, but breaches could harm reputation and lead to liability.
With 800 million authorized shares, additional equity offerings could dilute existing shareholders. The stock price is highly volatile, and the company does not intend to pay dividends. Penny stock rules could reduce liquidity if the stock price remains below $5.00.