0001213900-22-013991.txt : 20220322 0001213900-22-013991.hdr.sgml : 20220322 20220322070118 ACCESSION NUMBER: 0001213900-22-013991 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 89 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220322 DATE AS OF CHANGE: 20220322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ondas Holdings Inc. CENTRAL INDEX KEY: 0001646188 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39761 FILM NUMBER: 22757165 BUSINESS ADDRESS: STREET 1: 61 OLD SOUTH RD., #495 CITY: NANTUCKET STATE: MA ZIP: 02554 BUSINESS PHONE: 6314187044 MAIL ADDRESS: STREET 1: 61 OLD SOUTH RD., #495 CITY: NANTUCKET STATE: MA ZIP: 02554 FORMER COMPANY: FORMER CONFORMED NAME: ZEV VENTURES INC. DATE OF NAME CHANGE: 20150624 10-K 1 f10k2021_ondashold.htm ANNUAL REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2021

 

or

 

☐ 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: 000-56004

 

ONDAS HOLDINGS 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.)

 

411 Waverley Oaks Road, Suite 114, Waltham, MA 02452

(Address of principal executive offices) (Zip Code)

 

(888) 350-9994

(Registrant’s telephone number)

 

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

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☑

 

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

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

 

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $206,986,796. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

 

The number of shares outstanding of the issuer’s common stock as of March 22, 2022 was 40,990,604.

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. Forward-looking statements may appear throughout this report, including without limitation, the following sections: Item 1 “Business,” Item 1A “Risk Factors,” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations. “Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the caption “Risk Factors” in Item 1A and those discussed in other documents we file with the Securities and Exchange Commission (SEC). We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward looking statements.

 

We caution you that assumptions, beliefs, expectations, intentions, and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. A summary of some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements, including forward-looking statements contained in this Annual Report on Form 10-K, is provided below under “Risk Factor Summary.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K and our other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. You should not place undue reliance on our forward-looking statements.

 

Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.

 

i

 

Risk Factor Summary

 

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Item 1A. Risk Factors” in this Annual Report on Form 10-K. Some of these principal risks include the following:

 

Risks Related to Our Business and Industry

 

  ● We have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability.
     
  ● The adoption of the IEEE 802.16s wireless broadband standard by customers in our target critical infrastructure sectors is uncertain.
     
  ● Our growth depends in part on the success of our strategic partnerships with third parties such as Siemens Mobility, who are also customers, as well as on our ability to establish a broad range of additional ecosystem partner and customer relationships with leading global industrial vendors.
     
  ● The Company operates in evolving markets, which makes it difficult to evaluate the Company’s business and future prospects.
     
  ● If the commercial UAS markets do not experience significant growth, if we cannot expand our customer base or if our products and services do not achieve broad acceptance, then we may not be able to achieve our anticipated level of growth.
     
  ● Failure to manage our planned growth could place a significant strain on our resources.
     
  ● If we fail to retain our existing customers or do not acquire new customers in a cost-effective manner, our revenue may decrease and our business, financial condition or results of operations may be harmed.
     
  ● The Company faces uncertainty and adverse changes in the economy.
     
  ● Any outbreak or worsening of an outbreak of contagious diseases, or other adverse public health developments, could have a material and adverse effect on our business operations, financial condition and results of operations.
     
  ● Our contractors may fail to satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which may have a material adverse effect on our business, financial condition and results of operations.
     
  ● Material delays or defaults in customer payments could leave us unable to cover expenditures related to such customer’s projects, including the payment of our subcontractors.
     
  ● Warranty claims resulting from our services could have a material adverse effect on our business, financial condition or results of operations.
     
  ● Our marketing efforts depend significantly on our ability to receive positive references from our existing customers.
     
  ● Our technology, products and services have only been developed in the last several years and we have had only limited opportunities to deploy and assess their performance in the field at full scale.
     
  ● If we fail to respond to evolving technological changes, our products and services could become obsolete or less competitive.
     
  ● We depend on our ability to develop new products and to enhance and sustain the quality of existing products.
     
  ● We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new products and services, which could significantly reduce our profitability and may never result in revenue to us.
     
  ● If our products do not interoperate with our customers’ other systems, the purchase or deployment of our products and services may be delayed or cancelled.
     
  ● Cyberattacks through security vulnerabilities could lead to disruption of business, reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.
     
  ● If critical components or raw materials used to manufacture our products or used in our development programs become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products and in completing our development programs, which could damage our business.

 

  ● We may pursue additional strategic transactions in the future, which could be difficult to implement, disrupt our business or change our business profile significantly.

 

ii

 

  ● If the Company is required to write down goodwill and other intangible assets, the Company’s financial condition and results could be negatively affected.

 

War, terrorism, and other acts of violence may affect the markets in which we operate, our clients and our product and service delivery.

     
  ● We may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.
     
  ● Litigation may adversely affect our business, financial condition, and results of operations.

 

Risks Related to Regulatory Requirements  

 

  ● We and our customers operate in a highly regulated business environment and changes in regulation could impose costs on us or make our products less economical.
     
  ●

Failure to obtain necessary regulatory approvals from the FAA or other governmental agencies, or limitations put on the use of small UAS in response to public privacy and other concerns, may prevent us from expanding the sales of our drone solutions to industrial and government customers in the United States.

     
  ● Substantially all our current products depend on the availability and are subject to the use of licensed radio frequencies regulated by the FCC in the United States.
     
  ● As a manufacturer of commercial UAS, we are subject to various government regulations, restrictions and requirements, and may be subject to additional regulations in the future, violation of which could subject us to sanctions or otherwise harm, restrict or add costs to our business.

 

Risks Related to our Intellectual Property

 

  ● Our ability to protect our intellectual property and proprietary technology is uncertain.
     
  ● Our business may suffer if it is alleged or found that our products infringe the intellectual property rights of others.
     
  ● If we are unable to protect the confidentiality of our proprietary information, the value of our technology and products could be adversely affected.
     
  ● We use open-source software in our products and services that may subject our products and services to general release or require us to re-engineer our products and services, which may cause harm to our business.
     
  ● Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

 

Risks Related to our Financial Results

 

  ● We will need to generate significant sales to achieve profitable operations.
     
  ● Our future profitability may be dependent upon achieving cost reductions and projected economies of scale from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs and projected economies of scale could materially adversely affect our business.
     
  ● If business growth falls short of expectations, we may need to obtain additional capital to fund our growth, operations, and obligations

 

●

We identified a material weakness in our internal control over financial reporting. If we are not able to remediate the material weakness and otherwise maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us and the value of our Common Stock could be adversely affected.

 

Risks Related to the American Robotics Acquisition

 

  ● Our business relationships, those of American Robotics or the combined company may be subject to disruption due to uncertainty associated with the acquisition of American Robotics (the “Transaction”).
     
  ● Ondas may experience difficulties integrating American Robotics’ business.
     
  ● The combined company may not fully realize the anticipated benefits of the Transaction within the timing anticipated or at all.
     
  ● The Transaction involved substantial costs.

 

Risks Related to our Common Stock

 

  ● Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholders may prevent new investors from influencing significant corporate decisions.
     
  ● We may issue more shares to raise additional capital, which may result in substantial dilution.

 

iii

 

Item 1. Business.

 

This business description should be read in conjunction with our audited consolidated financial statements and accompanying notes thereto appearing elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), which are incorporated herein by this reference.

 

The use of the words “we,” “our,” the “Company” and “Ondas Holdings” in this Form 10-K refer to Ondas Holdings Inc. and its subsidiaries.

 

Corporate Overview

 

Ondas Holdings Inc. 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 and American Robotics together provide users in rail, energy, mining, agriculture, and critical infrastructure markets with improved connectivity, data collection capabilities, and automated decision-making to improve operations. We operate our two subsidiaries as separate business segments. See Notes 1 and 2 of the accompanying Consolidated Financial Statements for further information regarding our segments.

 

Ondas Networks

 

Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security.

 

We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16s standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we have taken a leadership position in IEEE as it relates to wireless networking for industrial markets. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and end markets.

 

Our software-based FullMAX platform is an important and timely upgrade solution for privately-owned and operated wireless wide-area networks, leveraging Internet Protocol-based communications to provide more reliability and data capacity for our mission-critical infrastructure customers. We believe industrial and critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based protocols and network transport systems no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an intelligent networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge of large industrial networks and the efficient utilization of network capacity and scarce bandwidth resources which can be supported by the “Fog-computing” capability integrated in our end-to-end network platform. Fog-computing utilizes management software to enable edge compute processing and data and application prioritization in the field enabling our customers more reliable, real-time operating control of these new, intelligent MC-IoT equipment and applications at the edge.

 

American Robotics

 

American Robotics designs, develops and manufactures autonomous drone systems, providing high-fidelity, ultra-high-resolution aerial data to enterprise customers. We provide our customers turnkey data solutions designed to meet their unique requirements in the field. We do this via our internally developed Scout System™, an industrial drone platform which provides commercial and government customers with the ability to continuously digitize, analyze, and monitor their assets and field operations in near real-time.

 

The Scout System™ has been designed from the ground up as an end-to-end product capable of continuous unattended operations in the real world. Powered by innovations in robotics automation, machine vision, edge computing, and AI, the Scout System™ provides efficiencies as a drone solution for commercial use. Once installed in the field at customer locations, a fleet of connected Scout Systems remain indefinitely in an area of operation, automatically collecting data each day, self-charging, and seamlessly delivering data analysis regularly and reliably. AR markets the Scout System™ under a Robot-as-a-Service (“RaaS”) business model, whereby our drone platform aggregates customer data and provides the data analytics meeting customer requirements in return for an annual subscription fee.

 

1

 

The Scout System™ consists of (i) Scout™, a highly automated, AI-powered drone with advanced imaging payloads (ii) the ScoutBaseTM, a ruggedized weatherproof base station for housing, charging, data processing, and cloud transfer, and (iii) ScoutViewTM, a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere in the world. These major subsystems are connected via a host of supporting technologies. Using a suite of proprietary technologies, including Detect-and-Avoid (“DAA”) and other proprietary intelligent safety systems, we achieved the first and only Federal Aviation Administration (“FAA”) approval for automated operations without a human on-site in the United States on January 15, 2021. As a result, American Robotics currently has the unique ability to serve markets which require automated drone technology to enable scalable drone operations, which the Company estimates to be 90% of all commercial drone applications.

 

Partnership with Siemens

 

In April 2020, Ondas Networks entered into a strategic partnership with Siemens Mobility (“Siemens”), a worldwide leader in seamless, sustainable, reliable and secure transportation solutions for more than 160 years, to both market our FullMAX-based networking technology and services and to jointly develop wireless communications products for the North American Rail Industry based on Siemens’ Advanced Train Control System (“ATCS”) protocol and our FullMAX MC-IoT platform.

 

We believe Siemens has both the sales and marketing reach and support to drive our technology to wide scale acceptance across the global rail market beginning with the North American Class I Railroad market. In the third quarter of 2021 we completed the development of our first jointly-developed product with Siemens – the dual-mode ATCS/MC-IoT radio systems. Siemens is now marketing and selling these proprietary systems under the brand name Airlink to our railroad customers. The dual-mode ATCS radio systems support Siemens’ extensive installed base of ATCS radios as well as offer Siemens’ customers the ability to support a host of new advanced rail applications utilizing our MC-IoT wireless system. These new applications, including Advanced Grade Crossing Activation and Monitoring, Wayside Inspection, Railcar Monitoring and next generation signaling and train control systems, are designed to increase railroad productivity, reduce costs and improve safety. In addition, Siemens has begun to market and sell Ondas Networks’ standalone MC-IoT 802.16 products under the Siemens Airlink brand.

 

Our relationship with Siemens expanded significantly in 2021 both with (i) the wider marketing of our wireless technology platform and (ii) multiple additional joint-product programs. Siemens has expanded its marketing reach of Ondas Networks products with identified opportunities in North American Transit Rail as well as in European and Asian Rail markets. We believe our technology has broad potential in these large, newly targeted markets. Siemens and Ondas Networks began a second major joint development program in the first quarter of 2021 to deliver a new dual mode on-board locomotive radio combining FullMAX MC-IoT technology with Siemens’ Head-of-Train (“HOT”) system. This new development, initially focused on the North American Class 1 rail market, has now expanded to global markets including for the delivery of a dual mode MC-IoT/HOT radio to a major Asian rail customer. Additional joint-product development projects are expected in 2022 and beyond.

 

Our Strategy

 

Our goal is to be a global leader in providing turnkey data solutions for industrial, public safety and government markets by offering i) secure wireless connectivity solutions enabling high-bandwidth, mission-critical Industrial Internet applications and services through Ondas Networks and ii) automated industrial data services through American Robotics’ Scout System™.

 

The key elements of our growth strategy include the following:

 

  ● Deliver multiple North American Class I Railroad network opportunities through our FullMAX platform. Our marketing and business development efforts combined with our exclusive strategic partnership with Siemens has generated the potential for significant sales in our targeted end markets. We expect large-scale commercial adoption of our network technology by the North American Class 1 Railroad operators in the newly awarded 900 MHz frequency band. Furthermore, Siemens has begun marketing and selling the new, jointly developed ATCS/MC-IoT radio platform which operates in the 900 MHz frequency and replaces a legacy ATCS platform. We received an initial purchase for commercial deployment in December 2021 from Siemens and are now working with our railroad customers to develop a commercial deployment strategy which we expect will significantly increase purchase orders for equipment and services in 2022 and subsequent years. In addition, together with Siemens, we are marketing our FullMAX platform as an upgrade for both the 450 MHz HOT network and the legacy 160 MHz voice-centric networks owned and operated by the North American Class 1 Railroad operators.

 

2

     
  ● Secure and service “Franchise Customers” for our Scout System™.  We focus the marketing of our Scout System™ on engagements with blue-chip industrial customers with emerging and substantial Unmanned Aerial Systems (“UAS”) programs. These “Franchise Customers” have the potential to move from initial field trials consisting of one to five systems to fleet deployments consisting of hundreds or even thousands of Scout Systems. Our focus for 2022 is on growing the number of Franchise Customer field engagements and successfully securing additional orders for fleet deployments from those customers.
     
  ● Continue to enhance the value of our Scout System™. We plan to develop and integrate additional payload capabilities to expand the number of high-value applications we can address for our customers. These new capabilities greatly expand the number of applications for which our customers can utilize our services, and thus expand the value the Scout System provides our customers. In addition, we intend to continue to develop proprietary data analytics utilizing artificial intelligence, machine learning, and computer vision techniques. We believe continuous enhancements to our Scout System™ via increased diversity of payloads and more robust analytics capability will serve to increase the value of our drone-driven data solutions to customers and lead to larger and faster deployments with customers.
     
  ● Expand our MC-IoT capabilities via partnerships, joint ventures, or acquisitions. In addition to internal investment and development, we will actively pursue external opportunities to enhance our product offerings and solutions for our critical infrastructure customers via joint ventures, partnerships, and acquisitions. We intend to focus on companies with complementary technologies or product offerings or synergistic distribution strategies.

 

Our Business Model

 

Ondas Networks

 

We sell our FullMAX MC-IoT wireless products and services globally through a direct sales force and value-added sales partners to industrial and critical infrastructure providers including major rail operators, commercial and industrial drone operators, electric and gas utilities, water and wastewater utilities, oil and gas producers and pipeline operators, and for other critical infrastructure applications in areas such as public safety, homeland security and defense, and transportation. We continue to develop our value-added reseller relationships which today include a strategic partnership with Siemens for the development of new types of wireless connectivity for the North American Rail. We believe our Siemens’ partnership is indicative of the potential for additional Tier 1 partnerships in our other vertical markets including securing reseller relationships with major suppliers to the worldwide government and homeland security markets.

 

In executing our go-to-market strategy, we intend to monetize our software-based intellectual property and grow revenue and cash flow with embedded FullMAX software sales, Software-as-a-Service (“SaaS”) arrangements, IP royalties based on Ondas Networks software and through additional services provided to customers and ecosystem partners. Customers deploy our connectivity and Fog-computing platform in private networks that designed for lifetimes of 10 – 15 years or even longer. Our FullMAX platform is software-defined and offers customers flexibility to expand capacity and evolve network utilization. Similarly, our ecosystem partners often integrate our FullMAX software and wireless capability into their own long-lived equipment and systems which their customers purchase and deploy. As such, we believe our software solutions provide ongoing revenue opportunities and sales models both related to both connectivity value and edge computing capability. Customers and ecosystem partners will require ongoing FullMAX system and security enhancements and for us to design additional features which create opportunities for additional, recurring revenue and profit streams. Our monetization strategies include:

 

Systems sales: Our FullMAX deployments are typically large, mission-critical wide-area networks deployed and privately operated by our industrial and government customers. These end-to-end system deployments involve sales consisting of both base stations and edge radio end points with embedded FullMAX software and network management software and tools.

 

Software and hardware maintenance agreements: Our customers contract with us for extended software and hardware maintenance which provide them with critical ongoing support for their installed network. These SaaS contracts provide revenue to us in the year following an initial installation. Software maintenance licenses entitle the customer to ongoing software and security upgrades as well as enabling the provision of additional system features. Similarly, hardware maintenance programs provide customers extended equipment warranty terms for an installed network. These SaaS maintenance arrangements allow our customers to continue to maintain a modern, flexible and upgradeable network over a long period of time. These agreements may extend for multiple years given the long average life of the installed and growing network.

 

3

 

Licensing / Royalties: In certain system deployments, our ecosystem partners will choose to embed FullMAX software into their own hardware and software platforms providing us with an ongoing per device multi-year revenue stream. Licensing is an effective way for an ecosystem partner to jumpstart customer activity. Alternatively, a partner may choose to develop software based on our intellectual property generating royalty revenue.

 

Other Services: We provide ancillary services directly related to the sale of our wireless communications products which include wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. Furthermore, we also provide engineering and product development services to ecosystem partners who are interested in integrating their intelligent equipment with our FullMAX SDR platform and need our expertise to do so.

 

American Robotics

 

American Robotics markets its Scout System™ drone platform via a direct sales force to industrial, agricultural and government customers. We focus on identifying and qualifying large, sophisticated customers with active drone programs who have the ability and intent to expand those programs and eventually deploy fleets of automated drones across their portfolio of assets. After initial customer qualification, contracting and the receipt of a purchase order, we ship and install the Scout System™ on the customer premises. Our field service personnel remain on location for a short period of time to ensure the programmed automated drone operations are meeting customer requirements.

 

By virtue of offering a truly automated data solution, American Robotics is able to structure its business under a Robot-as-a-Service (“RaaS”) model. The RaaS model bundles hardware, software, operations, and maintenance into one annual subscription fee. This business model results in a lower annual cost of data acquisition to a customer via the drone, to what AR believes is approximately ten times less than current manual methods which are labor intensive. Our RaaS business model also provides enhanced accuracy, consistency and completeness over human collection methods. In addition, it offers American Robotics recurring, software-like margins in return for these services. This model also presents the opportunity for continued software improvements, upgrades, and new features that can be monetized through tiered pricing and app store-like concepts, allowing for continued user experience improvement and potential increase in revenue per unit over time.

 

The RaaS business model offers many benefits for customers including:

 

Annual Subscription for Service: The Scout System is bundled into an annual subscription fee, encompassing the full suite of hardware, software, and services, allowing American Robotics to provide customers the highest performing product at the lowest possible cost.

 

Real-Time Automated Operation: Once installed, each Scout system operates at its maximum capacity. Automated missions occur multiple times per day, guaranteeing customers the highest quality data at the highest frequency.

 

Low Upfront Capital Costs: The Robot-as-a-Service (RaaS) model allows American Robotics to lower the burden of upfront manufacturing and hardware costs. Aside from initial installation, set up and shipping costs, all that a customer pays for is the service that the Scout System provides.

 

Limited Long-term Risk: Subscription fees are billed annually, and replacement units can be swapped out at the end of the service life. American Robotics will also periodically install new software updates and provide access to new features, assuring optimal performance throughout a customer’s subscription.

 

No Maintenance Responsibilities: Our staff remotely oversee the operation of customer units and manage routine and unscheduled maintenance requirements.

 

No Customer Pilot Training: Both the technology itself and our staff oversee the real-time operation of a customer’s units. Health status and performance are constantly monitored to assure optimal performance, and no pilot training is required for a customer’s staff to integrate this technology into their business.

 

Reduced Warranty Exposure: American Robotics owns and operates each Scout System™ unit. This reduces warranty exposure and customer friction. Non-performing units will be replaced, repaired, and validated at our expense.

 

Our Products and Services

 

Ondas Networks

 

Ondas Networks has developed a next-generation radio platform specifically to meet the evolving data needs of large industrial and government customers and markets.  These markets are differentiated from consumer markets in that the customers assets are dispersed over very wide and remote geographies with specific challenges to installation, maintenance, and upgrades.  These challenges led us to design a new type of software-based radio platform capable of supporting a long useful life to the network hardware.  Instead of using low cost, off the shelf, dedicated communications chipsets (“ASICs”), we selected powerful programmable embedded general-purpose processors, DSPs, and FPGAs, all of which are software upgradable. Our software defined radio (“SDR”) architecture, with more than 12 years in development and supported by a team of over 50 software engineers, allows us to customize almost any aspect of the air interface protocol, the key components of which are patented and have been incorporated into new IEEE wireless standards. The ability to constantly improve customer networks and hosted software applications with flexible, over-the-air software upgrade helps create customer loyalty and creates high switching costs.

 

4

 

Our FullMAX SDR platform is designed to enable highly secure and reliable industrial-grade connectivity for truly mission-critical applications. An end-to-end FullMAX network consists of connected wireless base stations, fixed and mobile edge radios and supporting technology all enabled by critical software developed and owned by Ondas Networks. The Fog-computing capability integrated in our end-to-end FullMAX SDR platform is valued by our customers and ecosystem partners as they seek to leverage the value of MC-IoT applications for improved safety, efficiency, and profitability. Our IEEE 802.16s compliant equipment is designed to optimize performance of unused or underutilized low frequency licensed radio spectrum and narrower channels. We do this through various patented software algorithms including via “spectrum harvesting” techniques which aggregate narrowband channels to create increased broadband network capacity. Our channel aggregation algorithms include the ability to aggregate hard to utilize, non-contiguous narrowband channels and are a hallmark feature of a FullMAX broadband system.

 

The critical software algorithms powering our end-to-end FullMAX wireless SDR platform and related Fog-computing architecture have been developed by and are owned by Ondas Networks. FullMAX is an intelligent networking system which integrates core network management systems with edge computing resources including computing hardware and MC-IoT software applications. In the MC-IoT Fog enabled by FullMAX, base stations are enabled with a highly configurable Quality of Service algorithms which coordinate the data traffic within the Fog for both the edge radio and the resident MC-IoT applications. The intelligent base stations control and manage all network resources including our edge remotes; dynamically allocating bandwidth, prioritizing data packets and managing edge applications. The intelligent software-managed base stations determine whether to process data at the edge, distribute data traffic across the Fog to other edge remote radios or to transport information to the corporate Cloud. Our Edge remotes have embedded compute capability and are able to host MC-IoT applications including those from third party vendors via virtualized software systems managed in docker / container architectures and can also manage data from intelligent equipment or sensor networks that interface with the edge remotes in the field. Our software-managed edge remotes offer security via authentication, multi-layer encryption and virtual software firewalls which are requirements for mission-critical data networks.

 

We are dedicated to promoting standards-based wireless connectivity solutions for our customers. Our FullMAX platform is compliant with the mission critical wireless Industrial Internet IEEE 802.16s. The specifications in the IEEE 802.16s standard are primarily based on our FullMAX technology, and many of our customers and industrial partners actively supported our technology during the IEEE standards-making process. In January 2020, a new working group was launched by the IEEE to establish IEEE 802.16t, a further evolution of this wireless standard. The IEEE 802.16t working group includes industry-leading trade organizations such as the Association of American Railroads (“AAR”), Transportation Technology Center, Inc. (“TTCI”), the Utilities Technology Council (UTC) and the Electric Power Research Institute (EPRI), as well as representation from world-leading transportation and oil and gas companies. We expect our technology to remain a prominent feature of this evolving standard.

 

American Robotics

 

American Robotics provides our customers with turnkey automated data solutions designed to meet their unique requirements in the field. We do this via our internally developed Scout System™, our autonomous drone platform which provides commercial and government customers with the ability to continuously digitize, monitor and analyze their assets in near real-time.

 

The Scout System™ has been designed from the ground up as an end-to-end product capable of continuous unattended operations in the real world. The Scout System™ consists of (i) Scout™ Drone, a highly automated, AI-powered drone with advanced imaging payloads (ii) the ScoutBaseTM, a ruggedized base station for housing, charging, data processing, and cloud transfer, and (iii) ScoutViewTM, American Robotics’ analytics and user interface software package, as well as a host of supporting technologies that connect these major subsystems. Using a suite of proprietary technologies, including DAA and other proprietary intelligent safety systems, American Robotics achieved the first and only approval for automated operations without a human on-site in the United States on January 15, 2021.

 

American Robotics’ Concept of Operations (CONOPS) was designed in concert with the end-to-end technology stack to optimize for FAA-approval of fully automated operation. The Company has developed a proprietary suite of layered, redundant technological risk mitigations and layered, redundant operational risk mitigations to achieve this industry-first FAA approval of continuous, automated, remote operations. The combination of AR’s technologies and the corresponding CONOPS enables a solution that is considered both uniquely safe and uniquely scalable, by taking piloting out of the hands of customers.

 

5

 

CONOPS Overview: A ScoutBase is installed at a fixed location within the desired Area of Operation (AO). Under AR’s current set of FAA approvals, a Scout drone is permitted to fly anywhere under 400 feet within a 2-mile radius of the ScoutBase and the accompanying ground-based DAA system. Once installed, no further physical human interaction is required to conduct daily operations. All pre-flight inspections, mission planning, flight, obstacle avoidance, air traffic avoidance, health diagnostics, and precision landing are conducted autonomously via our proprietary software. An American Robotics Remote Operator (RO) is located offsite in the Company’s Network Operations Center (NOC) and monitors the automated drone systems operations.

 

The Market for Our Products and Services

 

Ondas Networks

 

The global end markets for Ondas Networks’ MC-IoT wireless networking solutions are established, large, and we believe, poised to grow rapidly given the key role connectivity will play in next generation IoT-type applications. Firms like Cisco Systems, Inc. and Gartner, Inc. forecast billions of connected IoT devices installed throughout the economy; many of which are deployed for industrial applications. Dell’Oro Group, Inc. estimates that Wide Area IoT spending, including low power WAN deployments with which we compete, will reach $33.0 billion for carriers and infrastructure vendors by 2022, growing approximately 2.5X from 2017. In many of our industrial end markets, we believe the adoption of low-cost edge computing and increased penetration of “smart machinery” is driving demand for next-generation networks for IoT applications such as those powered by FullMAX. Demand for edge computing solutions is growing rapidly and adopting edge computing applications can help our customers run their businesses more efficiently, profitably, and safely. According to MarketsandMarkets the market for global edge computing solutions is expected to grow over 34% per year from $3.6 billion in 2020 to $15.7 billion by 2025. Ondas Networks is leveraging its industry expertise and FullMAX connectivity and Fog-computing platform to develop an enhanced range of products to capitalize on this expanding opportunity with the goal of becoming the leading supplier of private industrial networks.

 

We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate antiquated legacy communications systems utilizing serial-based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. In addition to data capacity challenges, rail operators need to reliably cover the vast and often remotely located rail track and related infrastructure which extends nationwide. The rail operators require a next-generation, robust broadband system with significantly increased data throughput capacity and Fog networking capability. We believe a transition to integrated Fog-computing wireless communications systems will enable the rail operators to drive more intelligence to the edge of their operating environments enabling real time automation and better operator control of many critical operating systems related to train control, crossing safety, train and track integrity and drone operations. This upgrade cycle is being driven by a recent key event which occurred in August 2020 in which the Class 1 rail systems in the U.S. were awarded new nationwide “greenfield” wideband radio spectrum by the Federal Communications Committee (“FCC”). As part of the award, the rail operators are required by 2024, to vacate a series of legacy narrowband channels. The completion of this multiyear negotiation between the FCC and other licensed users is projected to generate a major network upgrade cycle for the rail industry which will support enhanced safety and improved efficiency and profitability of train operations.

 

The North American Rail Network is vast in scale, consisting of 140,000 miles of track, 25,000 locomotives, and 1.6 million railcars. Within this large footprint, we believe there are 200,000 highway crossings, with at least 65,000 of the crossings equipped with electronic systems today, a number which is expected to increase in the coming years. We believe a significant portion of the communications infrastructure has been in operation for more than 20 years and now requires a technological upgrade to support new applications and increased capacity requirements. Our FullMAX MC-IoT platform offers an excellent migration path for these applications. The Class I Railroads value the ability of our frequency-agnostic SDR architecture to enable a substantial data capacity increase utilizing the railroad’s existing wireless infrastructure and dedicated FCC licensed radio frequencies, as well as the flexibility to adapt to and take advantage of future changes in spectrum availability, as well as future business and operational requirements.

 

American Robotics

 

The total addressable market (“TAM”) for commercial drone applications is also large – measuring $127 billion according to a 2016 report from consulting firm PwC. For the vast majority of commercial drone applications, full automation is required to make economic sense. The time and cost requirements of human pilots are too high for the demanding and monotonous routines that must be performed to extract value.

 

6

 

American Robotics’ Scout System™ targets the majority of “drone-in-a-box”-applicable commercial and defense markets, as estimated by PwC. The commercial market is segmented into two primary categories, Agriculture and Industrial. AR estimates the collective TAM for the Scout System within these three target markets to be $114 billion. For each market, the core automation technology is the same, but the product is optimized for that set of use cases. Primary differences include payload as well as the user interface (“UI”) and user experience (“UX”) and analytics packages within ScoutView™.

 

●Industrial Market ($68.1 billion TAM): the Industrial market consists of a range of sub-markets, including those within the Energy, Infrastructure, and Security sectors. For these markets, the Scout System is used for routine, high-resolution automated monitoring of assets, such as well pads, pipelines, solar panels, rail track, stockpile yards, and electrical substations. This automated monitoring helps reduce customer operations and maintenance costs, increase uptime of assets, increase safety and security, and improve regulatory compliance.

 

●Agricultural Market ($25.6 billion TAM): the Agricultural market consists of a range of sub-markets, including those within the Row Crop, Specialty Crop, and Research & Development sectors. For these markets, the Scout System is used for routine, high-resolution automated monitoring of crops, such as corn, soybeans, vineyards, and orchards. This automated monitoring helps reduce labor costs, reduce input costs such as water, pesticides, and fertilizer, and increase yields.

 

●Defense Market (20.2 billion TAM): the Defense market consists of a range of sub-markets, each relating to increased Information, Surveillance, and Reconnaissance (“ISR”) capabilities for Border, Site, and Vehicle assets. For these markets, the Scout System is used for automated immediate response ISR, providing high-resolution, real-time situational awareness for multiple applications including warfighters on the battlefield.

 

Customer Activity

 

Ondas Networks

 

The majority of Ondas Networks customer activity has been with the Class 1 freight railroad operators and Siemens in North America. There are six Class I railroads in North America, all of which run multiple, frequency-specific networks for different applications. Our FullMAX platform has the flexibility to operate in all these frequency bands and will allow these customers the opportunity to better utilize their radio spectrum and add more high-value, data-intensive applications to their operations. Ondas Networks has completed multiple, ongoing testing and pilot programs with BNSF Railway and CSX Corporation, two North American Class I freight railroad operators in connection with the system validation performed on behalf of the Association of American Railroads’ (AAR) Wireless Communications Committee (WCC). Our initial focus with these rail customers has been for train control applications and related safety systems in the 900 MHz frequency band where the FCC has recently awarded our railroad customers new radio spectrum in connection with the Anterix 900 MHz Report and Order.

 

In November 2021, we received our first commercial order for the 900 MHz network from Siemens. We also received a purchase order in December 2021 to establish a Rail Lab (the “dot16 Rail Lab”) via Siemens on behalf of the AAR. The dot16 Rail Lab will host multiple Class 1 freight rail operators where they will perform on going network design and configuration related to optimizing the performance of our IEEE 802.16 complaint systems in connection with wide-scale field deployment. We expect the commercial rollout of the 900 MHz to accelerate with the Class 1 freight rail operators throughout 2022 with multiple rail customers providing purchase orders and deploying our software-defined network. We expect a 900 MHz network upgrade cycle across all Class I railroad systems over the next few years in order to comply with FCC license requirements and meet business needs related to safety and profitability.

 

American Robotics

 

American Robotics’ Scout System™ addresses a wide number of applications and use case across industrial, enterprise and government end markets. We believe strong demand for AR’s automated data solutions is reflected in a robust pipeline of potential customers which grew significantly following the FAA approval received in January 2021. American Robotics launched its commercial marketing effort in May 2021, after receiving an initial investment from Ondas Holdings. Marketing activity accelerated in August 2021 after the acquisition by Ondas Holdings which allowed for the further scaling of people and infrastructure to support customers in the field. American Robotics initial marketing activity is focused on the mining, oil & gas, rail and solar industries. In these markets we focus our attention on large, sophisticated and often blue-chip industrial customers with active drone programs and who have the ability and intent to deploy fleets of drones with a scalable solution such as the Scout System™. We refer to these customers as “Franchise Customers”.

 

In 2021, American Robotics announced purchase orders from Stockpile Reports and Conoco-Phillips and, in January 2022, a purchase order was received from Chevron Corporation. In addition, American Robotics is in the final procurement stage with a number of other industrial customers, with expected purchase orders and installations occurring throughout 2022. AR’s strategy is to deliver an exceptional service experience to these Franchise Customers in order to generate additional purchases of the Scout System™ for nationwide fleet deployments.

 

7

 

Manufacturing, Availability and Dependence upon Suppliers

 

Ondas Networks and American Robotics utilize outsourced manufacturing partners in building of product to fulfill customer orders. Utilizing contract manufacturers allows us to focus on designing, developing and selling our products. Furthermore, outsourced manufacturing allows us to leverage the economies of scale and expertise of specialized outsourced manufacturers, reduce manufacturing and supply chain risk and distribution costs.

 

Ondas Networks designs the printed circuit boards and enclosures for our radios and maintains the bill of materials for all of the products we manufacturer. A Bill of Materials (“BOM”) is a list of the raw materials, sub-assemblies, intermediate assemblies, sub-components, parts and the quantities of each needed to manufacture the end product. The physical manufacturing of FullMAX circuit boards is outsourced to best-in-class industrial contract manufacturers. The contract manufacturer is responsible for sourcing the majority of components in the BOM, assembling the components onto the printed circuit boards and then delivering the final boards to us. Once at our facility, the boards are tested, then placed into enclosures and programmed with the appropriate software. The radios are then configured according to the requirement of the network and run through system level tests before being packaged and shipped to the customer. Ondas Networks maintains multiple contract manufacturers, both domestically and internationally, to ensure competitive pricing and to reduce the risk from a single manufacturer.

 

American Robotics designs the Scout System™ and specifies all components of the BOM including the raw materials, sub-assemblies, intermediate assemblies, sub-components, parts and the quantities of each needed to manufacture the end product. These assemblies incorporate a combination of custom-developed components and COTS components. Our acoustics-based DAA sub-system is provided by a California-based supplier, and we retain the contractual right to manufacturer that DAA system ourselves. The building of a Scout System™ is outsourced to best-in-class contract manufacturers for fabrication and assembly. We utilize different contract manufacturers for the Scout™ Drone and Scout Base™. Once complete, the contract manufacturers deliver the finished products to our facility where software is loaded and system-level QA is performed before being packaged and shipped to the customer location for installation. American Robotics works with a select group of contract manufacturers and has access to a large number of other comparable contract manufacturers. 

 

Research & Development

 

Our ability to develop state-of-the-art and cost-effective solutions relative to our competitors can only be achieved through our continued research and development efforts.

 

Ondas Networks research and development activities are headed by Menashe Shahar, our Chief Technology Officer, based in our Sunnyvale, California headquarters. Mr. Shahar is a co-founder of the Company and has over 30 years of telecommunications system development experience, including the design and implementation of broadband wireless data systems for top tier system integrators and service providers including WorldCom, Nortel and ADC. Mr. Shahar has been awarded multiple patents in the data communications industry and has been an active participant in major wireless standardization activities including IEEE 802.16. In addition to internal research and development efforts, we also engage third party consultants to assist us in our research and development activities.

 

American Robotics research and development activities are headed by Vijay Somandepalli, Chief Technology Officer, based in our Waltham, MA headquarters. Dr. Somandepalli is a co-founder of American Robotics and has extensive experience in the fields of robotics, drones, energy storage, and aerospace engineering. Prior to founding American Robotics, Dr. Somandepalli was a Managing Engineer and senior consultant for over a decade at Exponent, a large national engineering and scientific consulting firm, where he advised in many industries, including oil & gas, solar, hydroelectric, coal, infrastructure, automotive, aviation, and telecom. Dr. Somandepalli holds a Ph.D. and Master’s in Mechanical Engineering from Stanford University, a B.Tech in Aerospace Engineering from the Indian Institute of Technology, Madras, and is a Licensed Professional Engineer (PE).

 

Our research and development team works closely with our customer support team and incorporates feedback from our customers into our product development plans to improve our products and address emerging market requirements.

 

Our research and development expenses were approximately $5,801,000 and approximately $3,587,000 for the years ended December 31, 2021 and 2020, respectively.

 

Intellectual Property

 

We rely primarily on patent, trademark and trade secret laws to protect our proprietary technologies and intellectual property. As of this filing, Ondas Networks held a total of 7 issued patents in the U.S., 3 pending patent applications in the U.S., and 13 international pending patent application.  Ondas Networks patents expire between 2030 and 2037, subject to any patent extensions that may be available for such patents. Our intellectual property centers around creating and maintaining robust, private, highly secure, broadband industrial wireless networks using our FullMAX radio technology for our mission critical customers’ networks. We view Ondas Networks patents as a key strategic advantage as the markets for industrial wireless connectivity grows and as these industries move to standardized solutions and will enable us to earn licensing fees and/or royalties for the use of our patents.

 

8

 

American Robotics relies primarily on patent, trademark and trade secret laws to protect our proprietary technologies and intellectual property. As of this filing, American Robotics held a total of 4 issued patents in the U.S., 6 pending patent applications in the U.S., and 6 international pending patent application. AR’s patents expire between 2036 and 2039, subject to any patent extensions that may be available for such patents. AR’s intellectual property incorporates internally developed software and hardware design incorporating machine and computer vision and was developed with artificial intelligence and machine learning techniques. This intellectual property is critical to the development of end-to-end systems which reliably enable the automated operation of drones in real-world environments,

 

We have a policy of requiring our officers, employees, contractors and other service providers and parties with which we do business to enter into confidentiality, non-disclosure (“NDAs”) and assignment of invention agreements before disclosure of any of our confidential or proprietary information.

 

Seasonality

 

We do not believe that the industry in which Ondas Networks competes is subject to seasonal sales fluctuation.

 

The industries in which American Robotics offers its automated data solutions is subject to some seasonal sales fluctuation, which differs by end markets and customer geographic locations. For example, weather and growing patterns means that demand from agricultural customers is typically greatest early in the growing season. Most industrial end markets are subject to much less seasonality.

 

Dependence on a Single Customer

 

Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. During the year ended December 31, 2021, two customers accounted for approximately $1,204,000 and $1,599,000 of our revenue, or approximately 41% and 55%, respectively. During the year ended December 31, 2020, two customers accounted for approximately $1,012,000 and $1,005,000 of our revenue, or approximately 47%, and 46%, respectively.

 

Competition

 

Ondas Networks

 

We compete with alternatives to wireless technology, public cellular data networks and private wireless networking products from other manufactures. We believe that each of these competing solutions has core weaknesses when compared to FullMAX, as described below.

 

Public cellular data networks:

 

  ● Public networks are more vulnerable to cyber security attacks from anywhere in the world including denial of service attacks; private networks can operate independent of the public internet.
     
  ● Public networks are more susceptible to prolonged outages during man-made and natural disasters (e.g. 9/11, Hurricane Sandy, etc.), exactly when utilities and mission critical entities require the greatest reliability.
     
  ● Public networks are typically designed for population coverage rather than the geographic areas required by critical infrastructure providers, which often include remote locations.
     
  ● Public networks are by definition oversubscribed, shared networks without the necessary prioritization service to support mission critical applications.
     
  ● Public networks typically use shared infrastructure including tower sites and long-haul fiber connections resulting in vulnerabilities at many points.
     
  ● Public networks are designed to support high capacity downloading and streaming applications with limited upload bandwidth available. Industrial networks typically require the reverse traffic flow, often uploading data from a large number of remote locations.

 

9

 

Other private wireless products:

 

  ● Unlicensed Point to Multipoint Wireless (e.g., Wi-Fi) — This equipment is very inexpensive to purchase but is subject to interference, has many security vulnerabilities, uses a contention-based protocol and transmits only over short range. Deploying Wi-Fi over wide areas is cost prohibitive.
     
  ● Private Licensed Narrowband Wireless Radios — These networks can provide good coverage and range but are typically too slow and lack sufficient bandwidth to support new applications and the increased number of data connections required.

 

Alternate technologies:

 

  ● Satellite Technologies — These technologies provide good coverage, but throughput is limited, and latency is too high to support mission-critical applications for our customers. These technologies can be very costly as compared to our products and systems.
     
  ● Low-Power Wide Area Networks (LP-WANs) — LP-WAN solutions such as LoRa, Sigfox and NB-IoT are architected with lower power, the purpose of which is to make these typically sensor-based networks lower-cost solutions. The low powered equipment means these systems have lower throughput and higher latency and are not reliable for mission-critical applications that require both monitoring and control functions.

 

American Robotics

 

We compete with other drone OEMs providing a variety of solutions for inspection, security, asset tracking and other applications. We compete on many dimensions with system performance being differentiated by the level of autonomous operation, ease of use, reliability, safety, and government regulations. Further, leading automated data solution providers must provide diverse payload capabilities for data collection, along with robust, advanced analytics programs that are specific for each industry served.

 

None of our competitors offering automated UAS systems have secured FAA approval or waivers comparable to those received by American Robotics and are not able to operate at scale without human intervention when systems are deployed.

 

Governmental Regulations

 

Our operations are subject to various federal, state and local laws and regulations including:

 

1.authorization from the FCC for operation in various licensed frequency bands,

 

2.FAA regulations and approvals unique to the operation of commercial or industrial drones,
   
3.customers’ licenses from the FCC,
   
4.licensing, permitting and inspection requirements applicable to contractors, electricians and engineers,
   
5.regulations relating to worker safety and environmental protection,
   
6.permitting and inspection requirements applicable to construction projects,
   
7.wage and hour regulations,
   
8.regulations relating to transportation of equipment and materials, including licensing and permitting requirements,
   
9.building and electrical codes; and
   
10.special bidding, procurement and other requirements on government projects.

 

We believe we have the licenses materially required to conduct our operations, and we are in substantial compliance with applicable regulatory requirements. The operation of our manufactured products by our customers (network providers and service providers) in the U.S. or in foreign jurisdictions in a manner not in compliance with local law could result in fines, business disruption, or harm to our reputation. The changes to regulatory and technological requirements may also alter our product offerings, impacting our market share and business.  Failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses or could give rise to termination or cancellation rights under our contracts or disqualify us from future bidding opportunities.

 

10

 

Environmental Regulation

 

Our operations are subject to extensive, and frequently changing, federal, state and local environmental laws and substantial related regulation by government agencies, including the Environmental Protection Agency. Among other matters, these regulatory authorities impose requirements that regulate the operation, handling, transportation and disposal of hazardous materials; protect the health and safety of workers; and require us to obtain and maintain licenses and permits in connection with our operations. This extensive regulatory framework imposes significant compliance burdens and risks on us. Notwithstanding these burdens, we believe that we are in material compliance with all federal, state and local environmental laws and regulations governing our operations.

 

There has been no material adverse effect to our consolidated financial statements nor competitive positions as a result of these environmental regulations.

 

Employees

 

As of March 18, 2022, we have 74 full-time employees, including 24 in the Ondas Networks segment and 50 in the American Robotics segment. In addition, we have consulting agreements with 10 consultants for manufacturing, supply chain, documentation, engineering, regulatory, IT, and business development support. Additionally, from time to time, we may hire temporary employees. We also utilize contractors to manufacture components, for certain research and development and for system deployment functions. None of our employees are covered by a collective bargaining agreement and we are unaware of any union organizing efforts. We consider our relationship with our employees to be good.

 

Corporate Information

 

Ondas Holdings Inc. was originally incorporated in Nevada on December 22, 2014, under the name Zev Ventures Incorporated. On September 28, 2018, we acquired Ondas Networks Inc., a Delaware corporation, changed our name to Ondas Holdings Inc., and discontinued the prior business of Zev Ventures Incorporated. On August 5, 2021, Ondas Holdings Inc. acquired American Robotics, Inc., a Delaware Corporation. See Note 1 of the accompanying Consolidated Financial Statements for further information regarding the American Robotics acquisition.

 

As a result of the acquisitions described above, Ondas Networks and American Robotics became our wholly owned subsidiaries. Also, we have one wholly owned subsidiary, FS Partners (Cayman) Limited, a Cayman Islands limited liability company, and one majority owned subsidiary, Full Spectrum Holding Limited, a Cayman Islands limited liability company. We are in the process of dissolving both FS Partners (Cayman) Limited and Full Spectrum Holding Limited.

 

Ondas Holdings’ corporate headquarters are located in Waltham, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, and American Robotics’ offices and facilities are located in Waltham, Massachusetts and Marlborough, Massachusetts.

 

Available Information 

 

Our Internet website is www.ondas.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) are available, free of charge, under the Investors tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, the SEC maintains a website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.

 

11

 

Item 1A. Risk Factors

 

Investing in our common stock involves a high degree of risk. Before you invest in our common stock, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this Form 10-K. Any of the following risks could harm our business, operating results and financial condition and cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this Form 10-K including our financial statements and the related notes thereto.

 

Risks Related to Our Business and Industry

 

We have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability.

 

Since our inception, we have incurred significant net losses. As of December 31, 2021 and December 31, 2020, we had an accumulated deficit of approximately $80 million and $65 million, respectively. To date, we have financed our operations primarily through sales of our equity securities and debt financings.

 

We expect our operating expenses to increase significantly as we pursue our growth strategy, including expending substantial resources for research, development and marketing. The extent of our future operating losses and the timing of profitability are highly uncertain, and we expect to continue incurring significant expenses and operating losses over the next several years. Any additional operating losses may have an adverse effect on our stockholders’ equity and the price of our common stock, and we cannot assure you that we will ever be able to achieve profitability.

 

Even if we achieve profitability, we may not be able to sustain or increase such profitability. Additionally, our costs may increase in future periods and we may expend substantial financial and other resources on, among things, sales and marketing, the hiring of additional officers, employees, contractors and other service providers, and general administration, which may include a significant increase in legal and accounting expenses related to public company compliance, continued compliance and various regulations applicable to our business or arising from the growth and maturity of our company. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our development efforts, obtain regulatory approvals, diversify our product and service offerings or continue our operations, and may cause the price of our common stock to decline.

 

The adoption of the IEEE 802.16s wireless broadband standard by customers in our target critical infrastructure sectors is uncertain.

 

The IEEE 802.16s wireless broadband standard was published in October 2017. In addition, we are currently the only manufacturer of IEEE 802.16s compliant equipment. The benefit of the standard to buyers of our equipment are greater when there exists a large, deep market in terms of the number of customers. A large market benefits from the scale provided such that many vendors can compete on service, price and quality of solution driving improved value for customers. If a large end market does not develop and customers do not see the related benefits from the standard, we may not be able to grow our business.

 

Our growth depends in part on the success of our strategic partnerships with third parties such as Siemens Mobility, who are also customers, as well as on our ability to establish a broad range of additional ecosystem partner and customer relationships with leading global industrial vendors.

 

In order to grow our business, we depend on partnerships with market leading technology and industrial companies such as Siemens Mobility, who are also customers of Ondas Networks in order to accelerate the adoption of our wireless technology. If we are unsuccessful in maintaining our partnership and customer relationships with third parties, including Siemens Mobility, or if our partnerships do not provide us the anticipated benefits, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results may suffer. In addition, adoption of our FullMAX wireless platform and Scout System™ requires us to establish additional ecosystem relationships with leading global industrial vendors and customers. Even if we are successful in executing these partnerships and integrating with additional ecosystem vendors, we cannot assure you that these partnerships and relationships will result in increased adoption of our technology or increased revenue.

 

12

 

If the commercial UAS markets do not experience significant growth, if we cannot expand our customer base or if our products and services do not achieve broad acceptance, then we may not be able to achieve our anticipated level of growth.

 

We cannot accurately predict the future growth rates or sizes of the markets for our products and services. Demand for our products and services may not increase, or may decrease, either generally or in specific markets, for particular types of products and services or during particular time periods. We believe the market for commercial UAS is nascent and the expansion of the market for our products and services in particular, depends on a number of factors, including the following:

 

●customer satisfaction with these types of systems as solutions;
   
●the cost, performance and reliability of our products and products offered by our competitors;
   
●customer perceptions regarding the effectiveness and value of these types of systems;
   
●obtaining timely regulatory approvals for new customer deployments; and
   
●marketing efforts and publicity regarding these types of systems and services.

 

Even if commercial UAS gain wide market acceptance, our products and services may not adequately address market requirements and may not continue to gain market acceptance. If these types of systems generally, or our products and services specifically, do not gain wide market acceptance, then we may not be able to achieve our anticipated level of growth and our revenue and results of operations would decline.

 

Negative customer perception regarding the commercial UAS industry or Company’s automated data solutions could have a material adverse effect on the demand for the Company’s products and the business, results of operations, financial condition and cash flows of the Company.

 

The Company believes the commercial UAS industry is highly dependent upon customer perception regarding the safety, efficacy, and quality of the commercial UAS system deployed. Customer perception of these products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention, and other publicity. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention, or other research findings or publicity will be favorable to the UAS market. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Company’s products and the business, results of operations, financial condition and cash flows of the Company. The dependence upon customer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on the Company, the demand for the Company’s products, and the business, results of operations, financial condition and cash flows of the Company.

 

Failure to manage our planned growth could place a significant strain on our resources.

 

Our ability to successfully implement our business plan requires an effective plan for managing our future growth. We plan to increase the scope of our operations. Current and future expansion efforts will be expensive and may significantly strain our managerial and other resources and ability to manage working capital. To manage future growth effectively, we must manage expanded operations, integrate new personnel and maintain and enhance our financial and accounting systems and controls. If we do not manage growth properly, it could harm our business, financial condition or results of operations and make it difficult for us to satisfy our debt obligations.

 

We may be unsuccessful in achieving our organic growth strategies, which could limit our revenue growth or financial performance. Our ability to generate organic growth will be affected by our ability to, among other things:

 

●attract new customers;
   
●increase the number of products purchased from customers;
   
●maintain profitable gross margins in the sale and maintenance of our products;
   
●increase the number of projects performed for existing customers;
   
●achieve the estimated revenue we announced from new customer contracts;
   
●hire and retain qualified employees;
   
●expand the range of our products and services we offer to customers to address their evolving network needs;
   
●expand geographically, including internationally; and
   
●address the challenges presented by difficult and unpredictable global and regional economic or market conditions that may affect us or our customers.

 

Many of the factors affecting our ability to generate organic growth may be beyond our control, and we cannot be certain that our strategies for achieving internal growth will be attempted, realized or successful.

 

13

 

If we fail to retain our existing customers or do not acquire new customers in a cost-effective manner, our revenue may decrease and our business, financial condition or results of operations may be harmed.

 

We believe that our success is dependent on our ability to continue identifying and anticipating the needs of our customers, to retain our existing customers and to add new customers. For example, our business plan is designed to penetrate large, critical infrastructure end markets with our wireless and UAS driven data solutions and have expanded our dedicated sales resources and field personnel to broaden our marketing and field support efforts into new industries and sectors. As a result, we have significantly increased customer engagement in the transportation, security and UAS end markets with Ondas Networks and in the oil & gas and mining sectors with American Robotics. We expect that our qualified customer pipeline will increase in other additional strategic end markets. However, as we become larger through organic growth, the growth rates for customer engagement, project volume and average spend per customer may slow, even if we continue to add customers on an absolute basis. In addition, the costs associated with customer retention may be substantially lower than costs associated with the acquisition of new customers. Therefore, our failure to retain existing customers, even if such losses are offset by an increase in revenue resulting from the acquisition of new customers, could have an adverse effect on our business, financial condition or results of operations.

 

Additionally, while a key part of our business strategy is to add customers in our existing geographic markets, we expect to expand our operations into new geographic markets. In doing so, we may incur losses or otherwise fail to enter new markets successfully. Our expansion into new markets may place us in unfamiliar and competitive environments and involve various risks, including the need to invest significant resources and the possibility that returns on such investments will not be achieved for several years or at all. 

 

The Company faces uncertainty and adverse changes in the economy.

 

Adverse changes in the economy could negatively impact the Company’s business. Future economic distress may result in a decrease in demand for the Company’s products, which could have a material adverse impact on the Company’s operating results and financial condition. Uncertainty and adverse changes in the economy could also increase costs associated with developing and publishing products, increase the cost and decrease the availability of sources of financing, and increase the Company’s exposure to material losses from bad debts, any of which could have a material adverse impact on the financial condition and operating results of the Company.

 

Any outbreak or worsening of an outbreak of contagious diseases, or other adverse public health developments, could have a material and adverse effect on our business operations, financial condition and results of operations.

 

Any outbreak or worsening of an outbreak of contagious diseases, or other adverse public health developments, could have a material and adverse effect on our business operations, financial condition and results of operations. For example, in December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Wuhan, China, and has subsequently spread to other regions of the world, and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States. The Company’s business, financial condition and results of operations were impacted from the COVID-19 pandemic during the year ended December 31, 2021 as follows:

 

●sales and marketing efforts were disrupted as our business development team was unable to travel to visit customers and customers were unable to receive visitors for on-location meetings;
   
●field activity for testing and deploying our wireless systems was delayed due to the inability for our field service team to install and test equipment for our customers;
   
●supply chain disruptions led to component shortages and inefficiencies in and delays in producing and delivering equipment for certain purchase orders; and
   
●delays in fulfilling purchase orders reduced our cash flow from operations.

 

The Company expects its business, financial condition and results of operations will be impacted from the COVID-19 pandemic during 2022, primarily due to supply chain disruptions due to pandemic-related plant and port shutdowns, transportation delays, government actions and other factors, which may be beyond our control. The global shortage of certain components such as semiconductor chips, strains on production or extraction of raw materials, cost inflation, and labor and equipment shortages, could escalate in future quarters. Labor shortages have led and may continue to lead to difficult conditions for hiring and retention of employees, and increased labor costs. Further, the COVID-19 pandemic is ongoing and remains an unknown risk for the foreseeable future. The extent to which the coronavirus may impact our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus. As a result, the Company is unable to reasonably estimate the full extent of the impact from the COVID-19 pandemic on its future business, financial condition and results of operations. In addition, if the Company were to experience any new impact to its operations or incur additional unanticipated costs and expenses as a result of the COVID-19 pandemic, such operational delays and unanticipated costs and expenses there could be a further adverse impact on the Company’s business, financial condition and results of operations during 2021.

 

14

 

 

We have significant dependence on a small number of customers, and the loss of such customers or a decrease in business conducted with such customers could materially harm our business, financial condition or results of operations.

 

Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. During the year ended December 31, 2021, two customers accounted for approximately $1,204,000 and $1,599,000 of our revenue, or approximately 41% and 55%, respectively. During the year ended December 31, 2020, two customers accounted for approximately $1,012,000 and $1,005,000 of our revenue, or approximately 47% and 46%, respectively. The loss of either of these 2021 customers or a decrease in the business conducted with such customers could have a material adverse impact on our business, financial condition or results of operations. 

 

 Project performance delays or difficulties, including those caused by third parties, or certain contractual obligations may result in additional costs to us, reductions in revenues or the payment of liquidated damages.

 

Many projects involve challenging engineering, construction or installation phases that may occur over extended time periods. We may encounter difficulties as a result of delays or changes in designs, engineering information or materials provided by our customer or a third party, delays or difficulties in equipment and material delivery, schedule changes, delays from our customer’s failure to timely obtain permits or meet other regulatory requirements including the securing of necessary FCC certifications or FAA approvals, weather-related delays and other factors, many of which are beyond our control, that impact our ability to complete the project in accordance with the original delivery schedule. In addition, we contract with third-party subcontractors to assist us with the completion of contracts. Any delay or failure by suppliers or by subcontractors in the completion of their portion of the project may be beyond our control and may result in delays in the overall progress of the project or may cause us to incur additional costs, or both. Delays and additional costs may be substantial, and, in some cases, we may be required to compensate the customer for such delays. Delays may also disrupt the final completion of our contracts as well as the corresponding recognition of revenues and expenses therefrom. In certain circumstances, we guarantee project completion by a scheduled acceptance date or achievement of certain acceptance and performance testing levels; failure to meet any of our guarantees, schedules or performance requirements could also result in additional costs or penalties to us, including obligations to pay liquidated damages, and such amounts could exceed expected project profit. In extreme cases, the above-mentioned factors could cause project cancellations, and we may be unable to replace such projects with similar projects or at all. Such delays or cancellations may impact our reputation, brand or relationships with customers, adversely affecting our ability to secure new contracts.

 

Our contractors may fail to satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which may have a material adverse effect on our business, financial condition and results of operations.

 

We depend on third party contractors to complete manufacturing, certain research and development and deployment functions. There is a risk that we may have disputes with contractors arising from, among other things, the quality and timeliness of work performed by the contractor, customer concerns about the contractor or our failure to extend existing task orders or issue new task orders. In addition, if any of our contractors fail to deliver on a timely basis the agreed-upon supplies and/or perform the agreed-upon services, then our ability to fulfill our obligations may be jeopardized. In addition, the absence of qualified contractors with whom we have a satisfactory relationship could adversely affect the quality of our service and our ability to perform under some of our contracts. Any of these factors may have a material adverse effect on our business, financial condition or results of operations.

 

Material delays or defaults in customer payments could leave us unable to cover expenditures related to such customer’s projects, including the payment of our subcontractors.

 

Because of the nature of most of our contracts, we commit resources to projects prior to receiving payments from our customers in amounts sufficient to cover expenditures as they are incurred. In certain cases, these expenditures include paying our contractors and purchasing parts. If a customer defaults in making its payments on a project or projects to which we have devoted significant resources, it could have a material adverse effect on our business, financial condition or results of operations.

 

Certain of our officers, employees, contractors and other service providers may work on projects that are inherently dangerous, and a failure to maintain a safe worksite could result in significant losses.

 

Certain of our project sites can place our officers, employees, contractors and other service providers and others, including third parties, in difficult or dangerous environments, and may involve difficult and hard to reach terrain, high elevation, or locations near large or complex equipment, moving vehicles, high voltage or other safety hazards or dangerous processes. Safety is a primary focus of our business and maintaining a good reputation for safety is critical to our business. Many of our customers require that we meet certain safety criteria to be eligible to bid on contracts. We maintain programs with the primary purpose of implementing effective health, safety and environmental procedures throughout our company. Maintaining such programs involves variable costs which may increase as governmental, regulatory and industry safety standards evolve, and any increase in such costs may materially affect or business, financial condition or results of operations. Further, if we fail to implement appropriate safety procedures or if our procedures fail, our officers, employees, contractors and other service providers, including third parties, may suffer injuries. Failure to comply with such procedures, client contracts or applicable regulations, or the occurrence of such injuries, could subject us to material losses and liability and may adversely impact our ability to obtain projects in the future or to hire and retain talented officers, employees, contractors and other services providers, therefore materially adversely affecting our business, financial condition or results of operations.

 

15

 

Warranty claims resulting from our services could have a material adverse effect on our business, financial condition or results of operations.

 

We generally warrant our manufactured products, including hardware and software, for a period of one year from the date of receipt of the product by the customer. After the first year, the customer can pay for extended hardware warranty and software maintenance and upgrades on an annual basis in advance. While costs that we have incurred historically under our warranty obligations have not been material, the costs associated with such warranties, including any warranty related legal proceedings, are variable and could have a material adverse effect on our business, financial condition or results of operations.

 

Our products are subject to a lengthy sales cycle and our customers may cancel or change their product plans after we have expended substantial time and resources in the design of their products.

 

Many of our customers are conservative in their decision-making process. Sales cycles for new customers can vary from one to three years depending on the complexity of the customer’s network, whether the customer is subject to state regulations, and annual budget cycles. During this lengthy sales cycle, our potential customers may cancel or change their product plans. Customers may also discontinue products incorporating our devices at any time or they may choose to replace our products with lower cost semiconductors. In addition, we are working with leading customers in our target markets to define our future products. If customers cancel, reduce or delay product orders from us, or choose not to release products that incorporate our devices after we have spent substantial time and resources developing products or assisting customers with their product design, our revenue levels may be less than anticipated and our business, results of operations and financial condition may be materially adversely affected.

 

Our marketing efforts depend significantly on our ability to receive positive references from our existing customers.

 

Our marketing efforts depend significantly on our ability to call on our current and past customers to provide positive references to new, potential customers. A material portion of our current pipeline activity is concentrated in the transportation and aviation sectors as well as the in oil & Gas and mining industries. Given our limited number of customers, the loss or dissatisfaction of any customer could substantially harm our brand and reputation, inhibit the market acceptance of our products and services, and impair our ability to attract new customers and maintain existing customers. Further, as we expand into new vertical and geographic end markets, references from existing customers could be similarly important. Any of these consequences could have a material adverse effect on our business, financial condition and results of operations.

 

If our products contain defects or otherwise fail to perform as expected, we could be liable for damages and incur unanticipated warranty, recall and other related expenses, our reputation could be damaged, we could lose market share and, as a result, our financial condition or results of operations could suffer.

 

Our products rely on complex avionics, sensors, user-friendly interfaces and tightly integrated, electromechanical designs to accomplish their missions. Our products may contain defects or experience failures due to any number of issues in design, materials, manufacture, deployment and/or use. If any of our products contain a defect, compatibility or interoperability issue or other error, we may have to devote significant time and resources to find and correct the issue. Such efforts could divert the attention of our management team and other relevant personnel from other important tasks. A product recall or a significant number of product returns could (i) be expensive; (ii) damage our reputation and relationships with utilities and other third-party vendors; (iii) result in the loss of business to competitors; and (iv) result in litigation against us. Costs associated with field replacement labor, hardware replacement, re-integration with third-party products, handling charges, correcting defects, errors and bugs, or other issues could be significant and could materially harm our financial results.

 

As a manufacturer of UAV products, and with aircraft and aviation sector companies under increased scrutiny, claims could be brought against us if use or misuse of one of our UAV products causes, or merely appears to have caused, personal injury or death. In addition, defects in our products may lead to other potential life, health and property risks. Any claims against us, regardless of their merit, could severely harm our financial condition, strain our management and other resources.

 

The existence of any defects, errors, or failures in our products or the misuse of our products could also lead to product liability claims or lawsuits against us. A defect, error or failure in one of our products could result in injury, death or property damage and significantly damage our reputation and support for our products in general. We anticipate this risk will grow as our products begin to be used in U.S. domestic airspace and urban areas.

 

16

 

Although we maintain insurance policies, we cannot provide assurance that this insurance will be adequate to protect us from all material judgments and expenses related to potential future claims or that these levels of insurance will be available in the future at economical prices or at all. A successful product liability claim could result in substantial cost to us. Even if we are fully insured as it relates to a claim, the claim could nevertheless diminish our brand and divert management’s attention and resources, which could have a negative impact on our business, financial condition and results of operations.

 

Estimated future product warranty claims are based on the expected number of field failures over the warranty commitment period, the term of the product warranty period, and the costs for repair, replacement and other associated costs. Our warranty obligations are affected by product failure rates, claims levels, material usage and product re-integration and handling costs.

 

Because our products are relatively new and we do not yet have the benefit of long-term experience observing products’ performance in the field, our estimates of a product’s lifespan and incidence of claims may be inaccurate. Should actual product failure rates, claims levels, material usage, product re-integration and handling costs, defects, errors, bugs or other issues differ from the original estimates, we could end up incurring materially higher warranty or recall expenses than we anticipate.

 

Our Scout System makes use of lithium-ion battery cells, which, if not appropriately managed and controlled, have occasionally been observed to catch fire or vent smoke and flames. If such events occur with our products, we could face liability associated with our warranty, for damage or injury, adverse publicity and a potential safety recall, any of which would adversely affect our business, prospects, financial condition and operating results.

 

The battery packs in our Scout Drone™ use lithium-ion cells, which have been used for years in laptop computers and cell phones. On occasion, if not appropriately managed and controlled, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials. Highly publicized incidents of laptop computers and cell phones bursting into flames have focused consumer attention on the safety of these cells. These events also have raised questions about the suitability of these lithium-ion cells for automotive applications. There can be no assurance that a field failure of our battery packs will not occur, which would damage the vehicle or lead to personal injury or death and may subject us to lawsuits. Furthermore, there is some risk of electrocution if individuals who attempt to repair battery packs on our vehicles do not follow applicable maintenance and repair protocols. Any such damage or injury would likely lead to adverse publicity and potentially a safety recall. Any such adverse publicity could adversely affect our business, prospects, financial condition and operating results.

 

Due to the volatile and flammable nature of certain components of our products and equipment, fires or explosions may disrupt our business or cause significant injuries, which could adversely affect our financial results.

 

The development and manufacture of certain of our products involves the handling of a variety of explosive and flammable materials as well as high power equipment. From time to time, these activities may result in incidents that could cause us to temporarily shut down or otherwise disrupt some manufacturing processes, causing production delays and resulting in liability for workplace injuries and/or fatalities. We have safety and loss prevention programs that require detailed reviews of process changes and new operations, along with routine safety audits of operations involving explosive materials, to mitigate such incidents, as well as a variety of insurance policies, however our insurance coverage may be inadequate to cover all claims and losses related to such incidents. We may experience such incidents in the future, which could result in production delays or otherwise have a material adverse effect on our business and financial condition.

 

Our technology, products and services have only been developed in the last several years and we have had only limited opportunities to deploy and assess their performance in the field at full scale.

 

The current generation of our FullMAX and Scout System™ technology platforms have only been developed in the last several years and will continue to evolve. Deploying and operating our technology is complex and, until recently, had been done primarily by a small number of customers. As the size, complexity and scope of our deployments grow we have been able to test product performance at a greater scale and in a variety of new geographic settings and environmental conditions. As the number, size and complexity of our deployments grow and we deploy our technology platforms for new applications in new critical infrastructure industries, we may encounter unforeseen operational, technical and other challenges, some of which could cause significant delays, trigger contractual penalties, result in unanticipated expenses, and/or damage to our reputation, each of which could materially and adversely affect our business, financial condition and results of operations.

 

17

 

If we fail to respond to evolving technological changes, our products and services could become obsolete or less competitive.

 

We operate in highly competitive industries characterized by new and rapidly evolving technologies, standards, regulations, customer requirements, as well as frequent product introductions and revisions. Accordingly, our operating results depend upon our ability to develop and introduce new products and services, our ability to reduce production costs of our existing products. The process of developing new technologies and products is complex, and if we are unable to develop enhancements to, and new features for, our existing products and services or acceptable new products and services that keep pace with technological developments or industry standards, our products may become obsolete, less marketable and less competitive and our business, financial condition or results of operations could be significantly harmed.

 

We depend on our ability to develop new products and to enhance and sustain the quality of existing products.

 

Our growth and future success will depend, in part, on our ability to continue to design and manufacture new competitive products and to enhance and sustain the quality and marketability of our existing products. As such, we have made, and expect to continue to make, substantial investments in technology development. In the future, we may not have the necessary capital, or access to capital on acceptable terms, to fund necessary levels of research and development. Even with adequate capital resources, we may nonetheless experience unforeseen problems in the development or performance of our technologies or products. In addition, we may not meet our product development schedules and, even if we do, we may not develop new products fast enough to provide sufficient differentiation from our competitors’ products, which may be more successful.

 

We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new products and services, which could significantly reduce our profitability and may never result in revenue to us.

 

Our future growth depends on penetrating new markets, adapting existing products to new applications and new environments, and introducing new products and services that achieve market acceptance. We plan to incur substantial research and development costs as part of our efforts to design, develop and commercialize new products and services and enhance existing products. For example, we will incur research and development costs to improve the functionality of our acoustic DAA solution configuration in certain environments. Further, our research and development programs may not produce successful results, and our new products and services may not achieve market acceptance, create additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity.

 

If our products do not interoperate with our customers’ other systems, the purchase or deployment of our products and services may be delayed or cancelled.

 

Our products are designed to interface with our customers’ other systems, each of which may have different specifications and utilize multiple protocol standards and products from other vendors. Our products will be required to interoperate with many or all of these products as well as future products in order to meet our customers’ requirements. If we find errors in the existing software or defects in the hardware used in our customers’ systems, we may need to modify our products or services to fix or overcome these errors so that our products will interoperate with the existing software and hardware, which could be costly and negatively affect our business, financial condition, and results of operations. In addition, if our products and services do not interoperate with our customers’ systems, customers may seek to hold us liable, demand for our products could be adversely affected or orders for our products could be delayed or cancelled. This could hurt our operating results, damage our reputation or brand, and seriously harm our prospects, business, financial condition or results of operations.

 

The Company operates in a competitive market.

 

The Company faces competition and new competitors will continue to emerge throughout the world. Services offered by the Company’s competitors may take a larger share of customer spending than anticipated, which could cause revenue generated from the Company’s products and services to fall below expectations. It is expected that competition in these markets will intensify. If competitors of the Company develop and market more successful products or services, offer competitive products or services at lower price points, or if the Company does not produce consistently high-quality and well-received products and services, revenues, margins, and profitability of the Company will decline.

 

The Company’s ability to compete effectively will depend on, among other things, the Company’s pricing of services and equipment, quality of customer service and field support, development of new and enhanced products and services in response to customer demands and changing technology, reach and quality of sales and distribution channels and capital resources. Competition could lead to a reduction in the rate at which the Company adds new customers, a decrease in the size of the Company’s market share and a decline in its customers.

 

18

 

We rely on our management team and need additional personnel to grow our business, and the loss of one or more key officers, employees, contractors and other service providers or our inability to attract and retain qualified personnel could harm our business, financial condition or results of operations.

 

We depend, in part, on the performance of Eric Brock, our Chief Executive Officer, Derek Reisfield, our President, Chief Financial Officer, Treasurer and Secretary, Stewart Kantor and Menashe Shahar, the President and Chief Technology Officer of Ondas Networks, respectively, and Reese Mozer and Vijay Somandepalli, the Chief Executive Officer and Chief Technology Officer of American Robotics, respectively, to operate and grow our business. The loss of any of Messrs. Brock, Reisfield, Kantor, Shahar, Mozer or Somandepalli could negatively impact our ability to execute our business strategies. Although we have entered into employment agreements with Messrs. Brock, Reisfield, Kantor and Shahar, we may be unable to retain them or replace any of them if we lose their services for any reason.

 

Our future success will also depend on our ability to attract, retain and motivate highly skilled management, product development, operations, sales, technical and other personnel in the United States and abroad. Even in today’s economic climate, competition for these types of personnel is intense, particularly in the Silicon Valley. All of our employees, contractors and other service providers in the United States work for us on an at-will basis. Given the lengthy sales cycles with utilities and deployment periods of our networking platform and solutions, the loss of key personnel at any time could adversely affect our business, financial condition or results of operations.

 

Cyberattacks through security vulnerabilities could lead to disruption of business, reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.

 

Security vulnerabilities may arise from our hardware, software, employees, contractors or policies we have deployed, which may result in external parties gaining access to our networks, datacenters, cloud datacenters, corporate computers, manufacturing systems, and or access to accounts we have at our suppliers, vendors, and customers. They may gain access to our data or our users’ or customers’ data or attack the networks causing denial of service or attempt to hold our data or systems in ransom. The vulnerability could be caused by inadequate account security practices such as failure to timely remove employee access when terminated. To mitigate these security issues, we have implemented measures throughout our organization, including firewalls, backups, encryption, employee information technology policies and user account policies. However, there can be no assurance these measures will be sufficient to avoid cyberattacks. If any of these types of security breaches were to occur and we were unable to protect sensitive data, our relationships with our business partners and customers could be materially damaged, our reputation could be materially harmed, and we could be exposed to a risk of litigation and possible significant liability.

 

Further, if we fail to adequately maintain our infrastructure, we may have outages and data loss. Excessive outages may affect our ability to timely and efficiently deliver products to customers or develop new products and solutions. Such disruptions and data loss may adversely impact our ability to fulfill orders, patent our intellectual property or protect our source code, and interrupt other processes. Delayed sales or lost customers resulting from these disruptions could adversely affect our financial results, stock price and reputation.

 

Unauthorized use or disclosure of, or access to, any personal information maintained by us or on our behalf, whether through breach of our systems, breach of the systems of our suppliers or vendors by an unauthorized party, or through employee or contractor error, theft or misuse, or otherwise, could harm our business. If any such unauthorized use or disclosure of, or access to, such personal information was to occur, our operations could be seriously disrupted, and we could be subject to demands, claims and litigation by private parties, and investigations, related actions, and penalties by regulatory authorities. In addition, we could incur significant costs in notifying affected persons and entities and otherwise complying with the multitude of foreign, federal, state and local laws and regulations relating to the unauthorized access to, or use or disclosure of, personal information. Finally, any perceived or actual unauthorized access to, or use or disclosure of, such information could harm our reputation, substantially impair our ability to attract and retain customers and have an adverse impact on our business, financial condition and results of operations.

 

We do not control certain aspects of the manufacturing process.

 

Our reliance on a small number of manufacturers reduces our control over the manufacturing process, exposing us to risks, including reduced control over quality assurance, product costs and product supply including delays in transportation and delivery. Any manufacturing disruption by our usual manufacturers could impair our ability to fulfill orders. We may be unable to manage our relationships with our usual manufacturers effectively as they may experience delays, disruptions, capacity constraints or quality control problems in their manufacturing operations or otherwise fail to meet our future requirements for timely delivery. Similarly, to the extent that our usual manufacturers procure materials on our behalf, we may not benefit from any warranties received by our usual manufacturers from the suppliers or otherwise have recourse against the original supplier of the materials or even the manufacturer. In such circumstances, if the original supplier were to provide us or our usual manufacturers with faulty materials, we might not be able to recover the costs of such materials or be compensated for any damages that arise as a result of the inclusion of the faulty components in our products.

 

19

 

One or more of our usual manufacturers may suffer an interruption in its business, or experience delays, disruptions or quality control problems in its manufacturing operations, or seek to terminate its relationship with us, or we may choose to change or add additional manufacturers for other reasons. Additionally, we do not have long-term supply agreements with our usual manufacturers. As a result, we may be unable to renew or extend our agreement on terms favorable to us, if at all. Although the manufacturing services required to manufacture and assemble our products may be readily available from a number of established manufacturers, it may be risky, time consuming and costly to qualify and implement new manufacturer relationships.

 

Any of these risks could have a material adverse effect on our business, financial condition and results of operations.

 

If critical components or raw materials used to manufacture our products or used in our development programs become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products and in completing our development programs, which could damage our business.

 

In order to produce our Scout System™ and related safety systems, we obtain certain hardware components, as well as subsystems and systems from a limited group of suppliers, some of which are sole source suppliers. We do not have long-term agreements with any of these suppliers that obligate them to continue to sell components, subsystems, systems or products to us. Our reliance on these suppliers involves significant risks and uncertainties, including whether our suppliers will provide an adequate supply of required components, subsystems, or systems of sufficient quality, will increase prices for the components, subsystems or systems and will perform their obligations on a timely basis.

 

In addition, certain raw materials and components used in the manufacture of our products and in our development programs, are periodically subject to supply shortages, and our business is subject to the risk of price increases and periodic delays in delivery. Particularly, the market for electronic components is experiencing increased demand and a global shortage of semiconductors, creating substantial uncertainty regarding our suppliers’ continued production of key components for our products. If any additional shortages occur and we are unable to obtain components from third party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may not be able to timely complete development programs or deliver our products on a timely or cost effective basis to our customers, which could cause customers to terminate their contracts with us, increase our costs and seriously harm our business, results of operations and financial condition. Moreover, if any of our suppliers become financially unstable, or otherwise unable or unwilling to provide us with raw materials or components, then we may have to find new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products to accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all. In particular, governmental measures responsive to the global COVID-19 pandemic have disrupted manufacturing and some supply chains, including our supply chain, which has had, and is expected to continue to have, a significant impact, both direct and indirect, on businesses and commerce worldwide. Although we have not yet seen significant delays from our suppliers and we keep stock of all our raw materials and other product components with long lead times to assist in the event that our supply chain is disrupted, if the COVID-19 outbreak continues and results in a prolonged period of commercial and/or governmental restrictions, this may impact our ability to obtain certain raw materials and certain components used in the manufacture of our products and in our development programs.

 

We currently do not have long-term supply contracts with guaranteed pricing which exposes us to fluctuations in component, materials and equipment prices. Substantial increases in these prices would increase our operating costs and could adversely affect our business, prospects, financial condition and operating results.

 

Because we currently do not have long-term supply contracts with guaranteed pricing, we are subject to fluctuations in the prices of the raw materials, parts and components and equipment we use in the production of our Scout System™. Substantial increases in the prices for such raw materials, components and equipment would increase our operating costs and could reduce our margins if we cannot recoup the increased costs through increased prices. Any attempts to increase prices of our automated data solutions in response to increased costs could be viewed negatively by our customers and could adversely affect our business, prospects, financial condition and operating results.

 

We may pursue additional strategic transactions in the future, which could be difficult to implement, disrupt our business or change our business profile significantly.

 

We intend to consider additional potential strategic transactions, which could involve acquisitions of businesses or assets, joint ventures or investments in businesses, products or technologies that expand, complement or otherwise relate to our current or future business. We may also consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties to address particular market segments. Should our relationships fail to materialize into significant agreements, or should we fail to work efficiently with these companies, we may lose sales and marketing opportunities and our business, results of operations and financial condition could be adversely affected.

 

20

 

These activities, if successful, create risks such as, among others: (i) the need to integrate and manage the businesses and products acquired with our own business and products; (ii) additional demands on our resources, systems, procedures and controls; (iii) disruption of our ongoing business; (iv) potential unknown or unquantifiable liabilities associated with the target company; and (v) diversion of management’s attention from other business concerns. Moreover, these transactions could involve: (a) substantial investment of funds or financings by issuance of debt or equity securities; (b) substantial investment with respect to technology transfers and operational integration; and (c) the acquisition or disposition of product lines or businesses. Also, such activities could result in one-time charges and expenses and have the potential to either dilute the interests of our existing shareholders or result in the issuance of, or assumption of debt. Such acquisitions, investments, joint ventures or other business collaborations may involve significant commitments of financial and other resources. Any such activities may not be successful in generating revenue, income or other returns, and any resources we committed to such activities will not be available to us for other purposes. Moreover, if we are unable to access the capital markets on acceptable terms or at all, we may not be able to consummate acquisitions, or may have to do so on the basis of a less than optimal capital structure. Our inability to take advantage of growth opportunities or address risks associated with acquisitions or investments in businesses may negatively affect our operating results.

 

Additionally, any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment, or charges to earnings associated with any acquisition or investment activity, may materially reduce our earnings. Future acquisitions or joint ventures may not result in their anticipated benefits, and we may not be able to properly integrate acquired products, technologies or businesses with our existing products and operations or successfully combine personnel and cultures. Failure to do so could deprive us of the intended benefits of those acquisitions.

 

If the Company is required to write down goodwill and other intangible assets, the Company’s financial condition and results could be negatively affected.

 

Goodwill impairment arises when there is deterioration in the capabilities of acquired assets to generate cash flows, and the fair value of the goodwill dips below its book value. The Company is required to review its goodwill for impairment at least annually. Events that may trigger goodwill impairment include deterioration in economic conditions, increased competition, loss of key personnel, and regulatory action. Should any of these occur, an impairment of goodwill could have a negative effect on the assets of the Company.

 

War, terrorism, and other acts of violence may affect the markets in which we operate, our clients and our product and service delivery.

 

Our business may be adversely affected by regional or global instability, disruption or destruction, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest. For example, the significant military action against Ukraine launched by Russia may affect the markets in which we operate. Such events may cause clients to delay their decisions on spending for the products and services provided by us and give rise to sudden significant changes in regional and global economic conditions and cycles. These events pose risks which could materially adversely affect our financial results.

 

We may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.

 

We maintain general liability insurance, aviation flight testing insurance, aircraft liability coverage, directors and officers insurance, and other insurance policies and we believe our level of coverage is customary in the industry and adequate to protect against claims. However, there can be no assurance that it will be sufficient to cover potential claims or that present levels of coverage will be available in the future at reasonable cost. Further, we expect our insurance needs and costs to increase as we grow our commercial operations and expand into new markets and its uncertain if such insurance will be available on commercially reasonable terms.

 

The Company will be affected by operational risks and may not be adequately insured for certain risks.

 

The Company will be affected by a number of operational risks and the Company may not be adequately insured for certain risks, including: labor disputes; catastrophic accidents; fires; blockades or other acts of social activism; changes in the regulatory environment; impact of non-compliance with laws and regulations; natural phenomena, such as inclement weather conditions, floods, earthquakes and ground movements. There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the Company’s technologies, personal injury or death, environmental damage, adverse impacts on the Company’s operation, costs, monetary losses, potential legal liability and adverse governmental action, any of which could have an adverse impact on the Company’s future cash flows, earnings and financial condition. Furthermore, the unmanned aerial systems industry lacks a formative insurance market. As a result, the Company may be subject to or affected by liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

 

 

2NTD: Need to speak to specific insurance requirements for customer field and operational activity.
3NTD: Chevron, Conoco, Vulcan?

 

21

 

Litigation may adversely affect our business, financial condition, and results of operations.

 

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial condition as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend such litigation may be significant and may require a significant diversion of our resources, and there is no guarantee that we will be able to successfully defend against any such litigation regardless of particular merits. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may not be available on favorable terms, at all, or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business, financial condition and the results of our operations.

 

Risks Related to Regulatory Requirements4

 

We and our customers operate in a highly regulated business environment and changes in regulation could impose costs on us or make our products less economical.

 

Our products and services and our utility customers are subject to federal, state, local and foreign laws and regulations. Laws and regulations applicable to us and our products govern, among other things, the manner in which our products communicate, and the environmental impact and electrical reliability of our products. Additionally, our critical infrastructure customers are often regulated by national, state and/or local bodies, including public utility commissions, the Department of Energy, the Federal Energy Regulatory Commission, Federal Aviation Administration, the FCC, Federal Rail Association and other bodies. Prospective customers may be required to gain approval from any or all of these organizations prior to implementing our products and services, including specific permissions related to the cost recovery of these systems. Regulatory agencies may impose special requirements for implementation and operation of our products, which may result in unforeseen delays. We may incur material costs or liabilities in complying with government regulations applicable to us or our utility customers. In addition, potentially significant expenditures could be required in order to comply with evolving regulations and requirements that may be adopted or imposed on us or our utility customers in the future. Such costs could make our products less economical and could impact our utility customers’ willingness to adopt our products, which could materially and adversely affect our revenue, results of operations and financial condition.

 

Furthermore, changes in the underlying regulatory conditions that affect critical infrastructure industries could have a potentially adverse effect on our customers’ interest or ability to implement our technologies. Many regulatory jurisdictions have implemented rules that provide financial incentives for the implementation of energy efficiency and demand response technologies, often by providing rebates or through the restructuring of utility rates. If these programs were to cease, or if they were restructured in a manner inconsistent with the capabilities enabled by our products and services, our business, financial condition and results of operations could be significantly harmed.

 

Failure to obtain necessary regulatory approvals from the FAA or other governmental agencies, or limitations put on the use of small UAS in response to public privacy and other concerns, may prevent us from expanding the sales of our drone solutions to industrial and government customers in the United States.

 

The regulation of small UAS for commercial use in the United States is undergoing substantial change and the ultimate treatment is uncertain.

 

On February 14, 2012, the FAA Modernization and Reform Act of 2012 was enacted, establishing various deadlines for the FAA to allow expanded use of small UAS for both public and commercial applications. On June 21, 2016, the FAA released its final rules regarding the routine use of certain small UAS (under 55 pounds) in the U.S. National Airspace System pursuant to the act (the “Part 107 Rules”). The Part 107 Rules, which became effective in August 2016, provided safety regulations for small UAS conducting non-recreational operations and contain various limitations and restrictions for such operations, including a requirement that operators keep UAS within visual-line-of-sight and prohibiting flights over unprotected people on the ground who are not directly participating in the operation of the UAS. On December 28, 2020, the FAA announced final rules requiring remote identification of drones and allowing operators of small drones to fly over people and at night under certain conditions. On June 8, 2021, the FAA announced the formation of an Aviation Rulemaking Committee (“ARC”) to develop new rules to further define regulations for the operations of UAS Beyond Visual Line-of-Site (“BVLOS”). The timing of additional rulemaking is uncertain as is the outcome of the still developing regulatory environment related to the operation of small UAS.

 

We cannot assure you that any final rules enacted in furtherance of the FAA’s announced proposals will result in the expanded use of our drones and drone solutions by commercial and industrial entities. In addition, there exists public concern regarding the privacy and other implications of U.S. commercial use of small UAS. This concern has included calls to develop explicit written policies and procedures establishing usage limitations. We cannot assure you that the response from regulatory agencies, customers and privacy advocates to these concerns will not delay or restrict the adoption of small UAS by the commercial use markets.

 

 

4Regulatory counsel to review.

 

22

 

Substantially all our current products depend on the availability and are subject to the use of licensed radio frequencies regulated by the FCC in the United States.

 

Substantially all of our current wireless networking products are designed to communicate wirelessly via licensed radio frequencies and therefore depend on the availability of adequate radio spectrum in order to operate. It is possible that the FCC or the U.S. Congress could adopt additional regulations or policies which are or may change or modify current regulations or policies so that they are, harmful to our business or incompatible with our current or future product offerings, as well as products currently installed in the field. Additional regulations or policies or changes or modifications to current regulations or policies may require modification or replacement of our products, including products currently installed in the field, at significant, or even prohibitive, cost to us, and may require changes or modifications to, or termination of, ongoing or planned projects. Any of these developments could materially and adversely impact our business, financial condition or results of operations.

 

As a manufacturer of commercial UAS, we are subject to various government regulations, restrictions and requirements, and may be subject to additional regulations in the future, violation of which could subject us to sanctions or otherwise harm, restrict or add costs to our business.

 

As a manufacturer of consumer products, we are subject to significant government regulations, restrictions and requirements, including, in the United States, those issued under the Consumer Products Safety Act, as well as those issued under product safety and consumer protection statutes in our international markets. Failure to comply with any applicable product safety or consumer protection regulation could result in sanctions that could have a negative impact on our business, financial condition and results of operations.

 

Governments and regulatory agencies in the markets where we manufacture and sell products may enact additional regulations relating to product safety and consumer protection in the future and may also increase the penalties for failure to comply with product safety and consumer protection regulations. In addition, one or more of our customers might require changes in our products, such as the non-use of certain materials, in the future. Complying with any such additional regulations or requirements could impose increased costs on our business. Similarly, increased penalties for non-compliance could subject us to greater expenses in the event any of our products were found to not comply with such regulations. Such increased costs or penalties could harm our business.

 

Our business is subject to federal, state and international laws regarding data protection, privacy, and information security, as well as confidentiality obligations under various agreements, and our actual or perceived failure to comply with such obligations could damage our reputation, expose us to litigation risk and adversely affect our business and operating results.

 

In connection with our business, we receive, collect, process and retain certain sensitive and confidential customer information. As a result, we are subject to increasingly rigorous federal, state and international laws regarding privacy and data protection. Personal privacy, data protection and information security are significant issues in the United States and the other jurisdictions where we offer our products and services. The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, including the United States Federal Trade Commission (“FTC”) and various state, local and foreign bodies and agencies. We also execute confidentiality agreements with various parties under which we are required to protect their confidential information.

 

The United States federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of personal information of individuals, including end-customers and employees. In the United States, the FTC and many state attorneys general are applying federal and state consumer protection laws to the online collection, use and dissemination of data. Additionally, many foreign countries and governmental bodies, and other jurisdictions in which we operate or conduct our business, have laws and regulations concerning the collection and use of personal information obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Such laws and regulations may require companies to implement new privacy and security policies, permit individuals to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use personal information for certain purposes.

 

We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact of such future laws, regulations and standards may have on our business. For example, the California Consumer Privacy Act, which became effective in 2020, provides new data privacy rights for consumers and new operational requirements for companies. Additionally, we expect that existing laws, regulations and standards may be interpreted differently in the future. There remains significant uncertainty surrounding the regulatory framework for the future of personal data transfers from the European Union to the United States with regulations such as the recently adopted General Data Protection Regulation (“GDPR”), which imposes more stringent E.U. data protection requirements, provides an enforcement authority, and imposes large penalties for noncompliance. Future laws, regulations, standards and other obligations, including the adoption of the GDPR, as well as changes in the interpretation of existing laws, regulations, standards and other obligations could impair our ability to collect, use or disclose information relating to individuals, which could decrease demand for our products, require us to restrict our business operations, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

 

23

 

Although we are working to comply with those federal, state and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, such laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our products. As such, we cannot assure ongoing compliance with all such laws or regulations, industry standards, contractual obligations and other legal obligations, and our efforts to do so may cause us to incur significant costs or require changes to our business practices, which could adversely affect our business and operating results. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal information or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business and operating results.

 

Risks Related to our Intellectual Property

 

Our ability to protect our intellectual property and proprietary technology is uncertain.

 

We rely primarily on patent, trademark and trade secret laws, as well as confidentiality and non-disclosure agreements, to protect our proprietary technologies and intellectual property. As of this filing, Ondas Networks held a total of six issued patents in the U.S., seven patent pending applications in the U.S., and one international pending patent application. Ondas Networks patents expire between 2030 and 2037, subject to any patent extensions that may be available for such patents. As of this filing, American Robotics held a total of 4 issued patents in the U.S., 6 pending patent applications in the U.S., and 6 international pending patent application. American Robotics patents expire between 2036 and 2039, subject to any patent extensions that may be available for such patents. Our intellectual property incorporates internally developed software and hardware design incorporating machine and computer vision and was developed with artificial intelligence and machine learning techniques. This intellectual property is critical to the development of end-to-end systems which reliably enable the automated operation of drones in real-world environments.

 

We have applied for patent protection relating to certain existing and proposed products and processes. Currently, several of our issued U.S. patents as well as various pending U.S. and foreign patent applications relate to our FullMAX systems and are therefore important to the functionality of our products. If we fail to timely file a patent application in any jurisdiction, we may be precluded from doing so at a later date. Furthermore, we cannot assure you that any of our patent applications will be approved in a timely manner or at all. The rights granted to us under our patents, and the rights we are seeking to have granted in our pending patent applications, may not be meaningful or provide us with any commercial advantage. In addition, those rights could be opposed, contested or circumvented by our competitors, or be declared invalid or unenforceable in judicial or administrative proceedings. The failure of our patents to adequately protect our technology might make it easier or cheaper for our competitors to offer the same or similar products or technologies. Even if we are successful in receiving patent protection for certain products and processes, our competitors may be able to design around our patents or develop products that provide outcomes which are comparable or superior to ours without infringing on our intellectual property rights. Due to differences between foreign and U.S. patent laws, our patented intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States. Even if patents are granted outside the U.S., effective enforcement in those countries may not be available without significant cost and time expense or at all.

 

We rely on our trademarks and trade names to distinguish our products from the products of our competitors. Third parties may challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote additional resources to marketing new brands. Further, we cannot assure you that competitors will not infringe upon our trademarks, or that we will have adequate resources to enforce our trademarks.

 

We also rely on trade secrets, know-how and technology, which are not protectable by patents, to maintain our competitive position. We try to protect this information by entering into confidentiality agreements and intellectual property assignment agreements with our officers, employees, contractors and other service providers regarding our intellectual property and proprietary technology. In the event of unauthorized use or disclosure or other breaches of those agreements, we may not be provided with meaningful protection for our trade secrets or other proprietary information. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our commercial partners, collaborators, officers, employees, contractors and other service providers use intellectual property owned by others in their work for us, disputes may arise as to the rights in the related or resulting know-how and inventions. If any of our trade secrets, know-how or other technologies not protected by a patent were to be disclosed to or independently developed by a competitor, our business, financial condition and results of operations could be materially adversely affected.

 

24

 

If a competitor infringes upon one of our patents, trademarks or other intellectual property rights, enforcing those patents, trademarks and other rights may be costly, difficult and time consuming. Patent law relating to the scope of claims in the industry in which we operate is subject to rapid change and constant evolution and, consequently, patent positions in our industry can be uncertain. Even if successful, litigation to defend our patents and trademarks against challenges or to enforce our intellectual property rights could be expensive and time consuming and could divert management’s attention from managing our business. Moreover, we may not have sufficient resources or desire to defend our patents or trademarks against challenges or to enforce our intellectual property rights. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially valuable. The occurrence of any of these events may harm our business, financial condition and operating results.

 

Our business may suffer if it is alleged or found that our products infringe the intellectual property rights of others.

 

Our industries are characterized by the existence of a large number of patents and by litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, in recent years, individuals and groups have purchased patents and other intellectual property assets for the purpose of making claims of infringement in order to extract settlements from companies like ours. To date we have received no claims with respect to our infringement of intellectual property or patents but, in the future, third parties may claim that we are infringing upon their patents or other intellectual property rights. In addition, we may be or may become contractually obligated to indemnify our utility customers or other third parties that use or resell our products in the event our products are alleged to infringe a third-party’s intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation and brand, and cause us to incur significant expenses. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations. Further, claims of intellectual property infringement might require us to redesign affected products, delay affected product offerings, enter into costly settlement or license agreements or pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing, selling or distributing the affected products. If we cannot or do not license the alleged infringed technology on reasonable terms or at all, or substitute similar technology from another source, our revenue and earnings could be adversely impacted. Additionally, our utility customers may not purchase our products if they are concerned that our products infringe third-party intellectual property rights. This could reduce the market opportunity for the sale of our products and services. The occurrence of any of these events may have a material adverse effect on our business, financial condition and results of operations. 

  

If we are unable to protect the confidentiality of our proprietary information, the value of our technology and products could be adversely affected.

 

In addition to patented technology, we rely on our unpatented technology, trade secrets and know-how. We generally seek to protect this information by confidentiality, non-disclosure and assignment of invention agreements with our officers, employees, contractors and other service providers and with parties with which we do business. These agreements may be breached, which breach may result in the misappropriation of such information, and we may not have adequate remedies for any such breach. We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology.

 

Moreover, our trade secrets may be disclosed to or otherwise become known or be independently developed by competitors. To the extent that our officers, employees, contractors, other service providers, or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. If, for any of the above reasons, our intellectual property is disclosed or misappropriated, it would harm our ability to protect our rights and have a material adverse effect on our business, financial condition, and results of operations.

 

We use open-source software in our products and services that may subject our products and services to general release or require us to re-engineer our products and services, which may cause harm to our business.

 

We use open-source software in connection with our products and services. From time to time, companies that incorporate open-source software into their products have faced claims challenging the ownership of open-source software and/or compliance with open source license terms. Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open-source software or noncompliance with open-source licensing terms. Some open-source software licenses require users who distribute open-source software as part of their software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open-source code on unfavorable terms or at no cost. While we monitor the use of open source software in our products and services and try to ensure that none is used in a manner that would require us to disclose the source code to the related product or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur and we may be required to release our proprietary source code, pay damages for breach of contract, re-engineer our products, discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, operating results and financial condition.

 

25

 

Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

 

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. The following examples are illustrative:

 

●others may be able to make devices that are the same as or similar to our remote radios but that are not covered by the claims of the patents that we own;
   
●we or any collaborators might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own;
   
●we might not have been the first to file patent applications covering certain of our inventions;
   
●others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;
   
●it is possible that our pending patent applications will not lead to issued patents;
   
●issued patents that we own may not provide us with any competitive advantages, or may be held invalid or unenforceable as a result of legal challenges;
   
●our competitors might conduct research and development activities in the U.S. and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; and
   
●we may not develop additional proprietary technologies that are patentable.

 

Risks Related to our Financial Results

 

We will need to generate significant sales to achieve profitable operations.

 

We intend to increase our operating expenses substantially in connection with the planned expansion of our business, establishment of our sales and marketing infrastructure, our ongoing research and development activities, and the commensurate development of our management and administrative functions, but there is no guarantee that we will succeed in these endeavors. We will need to generate significant sales to achieve profitability, and we might not be able to do so. Even if we do generate significant sales, we might not be able to achieve, sustain or increase profitability on a quarterly or annual basis in the future. If our sales grow more slowly than we expect, or if our operating expenses exceed our expectations, our business, financial condition and results of operations may be adversely affected.

 

Our future profitability may be dependent upon achieving cost reductions and projected economies of scale from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs and projected economies of scale could materially adversely affect our business.

 

We do not know whether or when we will be able to develop efficient, low-cost manufacturing capabilities and processes that will enable us to manufacture (or contract for the manufacture of) these products in commercial quantities while meeting the volume, speed, quality, price, engineering, design and production standards required to successfully market our products. Our failure to develop such manufacturing processes and capabilities in locations that can efficiently service our markets could have a material adverse effect on our business, financial condition, results of operations and prospects. Our future profitability is, in part, dependent upon achieving increased savings from volume purchases of raw materials and component parts, achieving acceptable manufacturing yield and capitalizing on machinery efficiencies. We expect our suppliers to experience a sharp increase in demand for their products. As a result, we may not have reliable access to supplies that we require or be able to purchase such materials or components at cost effective prices. There is no assurance that we will ever be in a position to realize any material, labor and machinery cost reductions associated with higher purchasing power and higher production levels. Failure to achieve these cost reductions could adversely impact our business and financial results.

 

26

 

If business growth falls short of expectations, we may need to obtain additional capital to fund our growth, operations, and obligations.

 

We may require additional capital to fund our growth, operations, and obligations if our growth plan falls short or takes more time then we anticipate. As our business has grown, we have managed periods of tight liquidity by accessing capital from our stockholders and their affiliates. Our capital requirements will depend on several factors, including:

 

●our ability to enter into new agreements with customers or to extend the terms of our existing agreements with customers, and the terms of such agreements;
   
●the success of our sales efforts;
   
●our working capital requirements related to the costs of inventory and accounts receivable;
   
●costs of recruiting and retaining qualified personnel;
   
●expenditures and investments to implement our business strategy; and
   
●the identification and successful completion of acquisitions.

 

We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. For example, increases in interest rates could negatively impact the costs of seeking additional funds through debt offerings and/or borrowings. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial condition or results of operations.

 

Our revenue is not predictable and recognition of a significant portion of it will be deferred into future periods.

 

Once a customer decides to move forward with a large-scale deployment of our products and services, the timing of and our ability to recognize related revenue will depend on several factors, some of which may not be under our control. These factors include shipment schedules that may be delayed or subject to modification, the rate at which our utility customers choose to deploy our products in their network, customer acceptance of all or any part of our products and services, our contractual commitments to provide new or enhanced functionality at some point in the future, other contractual provisions such as liquidated damages, our suppliers’ ability to provide an adequate supply of components, the requirement to obtain regulatory approval, and our ability to deliver quality products according to expected schedules. In light of these factors, the application of complex revenue recognition rules to our products and services has required us to defer, and in the future will likely continue to require us to defer, a significant amount of revenue until undetermined future periods. It may be difficult to predict the amount of revenue that we will recognize in any given period and amounts recognized may fluctuate significantly from one period to the next. 

 

We identified a material weakness in our internal control over financial reporting. If we are not able to remediate the material weakness and otherwise maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us and the value of our Common Stock could be adversely affected.

 

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

 

In connection with this annual report for the year ended December 31, 2021, we identified a material weakness in our internal control over financial reporting related to the inadequate review of stock-based compensation issued in connection with the acquisition of American Robotics. Accordingly, our Chief Executive Officer and Chief Financial Officer have certified that, based on their knowledge, the consolidated financial statements, and other financial information included in this Form 10-K, fairly present in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented in this Form 10-K.

 

If our steps are insufficient to successfully remediate the material weakness and otherwise establish and maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us and the value of our Common Stock could be materially and adversely affected. Effective internal control over financial reporting is necessary for us to provide reliable and timely financial reports and, together with adequate disclosure controls and procedures, are designed to reasonably detect and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.

 

27

 

Risks Related to the American Robotics Acquisition

 

Our business relationships, those of American Robotics or the combined company may be subject to disruption due to uncertainty associated with the acquisition of American Robotics (the “Transaction”).

 

Parties with which we or American Robotics do business may experience uncertainty associated with the Transaction, including with respect to current or future business relationships with us, American Robotics, or the combined company. Our and American Robotics’ business relationships may be subject to disruption, as customers, distributors, suppliers, vendors, and others may seek to receive confirmation that their existing business relationships with us or American Robotics, as the case may be, will not be adversely impacted as a result of the Transaction or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us, American Robotics, or the combined company as a result of the Transaction. Any of these other disruptions could have a material adverse effect on our or American Robotics’ business, financial condition, or results of operations or on the business, financial condition, or results of operations of the combined company and could also have an adverse effect on our ability to realize the anticipated benefits of the Transaction. 

 

If we are unable to implement and maintain effective internal control over financial reporting following completion of the Transaction, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities may decline.

   

We and American Robotics historically maintained separate internal control over financial reporting with different financial reporting processes and different process control software. We are in the process of integrating our internal control over financial reporting with that of American Robotics. We may encounter difficulties and unanticipated issues in combining our respective accounting systems due to the complexity of the financial reporting processes. We may also identify errors or misstatements that could require audit adjustments. If we are unable to implement and maintain effective internal control over financial reporting following completion of the Transaction, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities may decline.

 

American Robotics may have liabilities that are not known, probable or estimable at this time.

 

After the Transaction, American Robotics is subject to certain past, current, and future liabilities. There could be unasserted claims or assessments against or affecting American Robotics, including the failure to comply with applicable laws and regulations. In addition, there may be liabilities of American Robotics that are neither probable nor estimable at this time that may become probable or estimable in the future, including indemnification requests received from customers of American Robotics relating to claims of infringement or misappropriation of third party intellectual property or other proprietary rights, tax liabilities arising in connection with ongoing or future tax audits and liabilities in connection with other past, current and future legal claims and litigation. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our financial results. We may learn additional information about American Robotics that adversely affects us, such as unknown, unasserted, or contingent liabilities and issues relating to compliance with applicable laws or infringement or misappropriation of third-party intellectual property or other proprietary rights.

 

Ondas may experience difficulties integrating American Robotics’ business.

 

Achieving the anticipated benefits of the Transaction will depend in significant part upon whether Ondas and American Robotics integrate their businesses in an efficient and effective manner. Ondas has been able to conduct only limited planning regarding the integration of the companies following the Transaction and has not yet determined the exact nature of how the businesses and operations of the companies will be combined after the Transaction. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. The companies may not be able to accomplish the integration process smoothly, successfully or on a timely basis. The necessity of coordinating geographically separated organizations, systems of controls, and facilities and addressing possible differences in business backgrounds, corporate cultures and management philosophies may increase the difficulties of integration. The companies operate numerous systems and controls, including those involving management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll, and regulatory compliance. The integration of operations following the Transaction will require the dedication of significant management and external resources, which may temporarily distract management’s attention from the day-to-day business of the combined company and be costly. Employee uncertainty and lack of focus during the integration process may also disrupt the business of the combined company. Any inability of management to successfully and timely integrate the operations of the two companies could have a material adverse effect on the business and results of operations of the combined company.

 

The combined company may not fully realize the anticipated benefits of the Transaction within the timing anticipated or at all.

 

Ondas and American Robotics entered into the Merger Agreement because each company believes that the Transaction will be beneficial to each of Ondas and American Robotics primarily as a result of the anticipated benefits resulting from the combined company’s operations. The companies may not be able to achieve the anticipated long-term strategic benefits of the Transaction. An inability to realize the full extent of, or any of, the anticipated benefits of the Transaction, as well as any delays that may be encountered in the integration process, which may delay the timing of such benefits, could have an adverse effect on the business and results of operations of the combined company, and may affect the value of Ondas common stock after the completion of the Transaction.

 

28

 

The Transaction involved substantial costs.

 

We have incurred, and expect to continue to incur, a number of non-recurring costs associated with the Transaction. The substantial majority of the non-recurring expenses will consist of transaction and regulatory costs related to the Transaction. We will also incur transaction fees and costs related to formulating and implementing integration plans, including system consolidation costs and employment-related costs. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred from the Transaction and integration. Although we anticipate that the elimination of duplicative costs and the realization of other efficiencies and synergies related to the integration should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

 

Risks Related to our Common Stock

 

We have limited trading activity and as a result, the price of our common stock might fluctuate significantly, and you could lose all or part of your investment.

 

The limited trading activity and resulting volatility in the market price of our common stock may prevent you from being able to sell your shares of our common stock at or above the price you paid for your shares. The trading price of our common stock may be volatile and subject to wide price fluctuations in response to various factors, including, but not limited to:

 

●actual or anticipated fluctuations in our financial and operating results;
   
●adverse results from delays in our product development;
   
●legal, political, governmental or other regulatory developments, decisions or interpretations;
   
●publication of research reports or coverage about us or our industry or positive or negative recommendations;
   
●perceptions about the market acceptance of our products and services, and the recognition of our brand;
   
●adverse publicity about our products and services, operating or financial results or industry in general;
   
●overall performance of the equity markets;
   
●introduction or discontinuation of products or services, or announcements of significant contracts, licenses or acquisitions, by us or our competitors;
   
●additions or departures of key personnel;
   
●threatened or actual litigation and government or regulatory investigations;
   
●sale of shares of our common stock by us or members of our management or our stockholders; and
   
●general economic conditions, both global and regional. 

 

29

 

Our common stock is listed on Nasdaq under the symbol “ONDS.” There can be no assurance that trading of our common stock on such market will be sustained. In the event that our common stock is not listed on Nasdaq or if we do not sustain such listing, our common stock could be quoted only on the OTC Markets. Under such circumstances, you may find it significantly more difficult to trade, or to obtain accurate quotations for our common stock and our common stock may become substantially less attractive to certain purchasers, such as financial institutions, hedge funds, and other similar investors.

 

These and other factors might cause the market price of our common stock to fluctuate unpredictably and substantially, which may negatively affect the liquidity of our common stock. In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies across many industries, including our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Accordingly, the price of our common stock could fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce our stock price.

 

Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources, and harm our business, operating results and financial condition.

   

Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholders may prevent new investors from influencing significant corporate decisions.

 

Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in the aggregate, beneficially own approximately 20.4% of our outstanding common stock as of March 11, 2022, and as of the date of this filing. As a result, these persons, acting together, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions.

 

Some of these persons or entities may have interests different than yours. For example, they may be more interested in selling our company to an acquirer than other investors, or they may want us to pursue strategies that deviate from the interests of other stockholders.

 

We may issue more shares to raise additional capital, which may result in substantial dilution.

 

Our Amended and Restated Articles of Incorporation authorize the issuance of a maximum of 116,666,667 shares of common stock. Any additional financings effected by us may result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of common stock held by our then existing stockholders. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may be higher or lower than the price per share in this offering, and investors purchasing shares or other securities in the future could have rights superior to purchases in this offering or other existing stockholders. Also, we have reserved 6,000,000 shares of common stock for issuance pursuant to future awards under the 2021 Stock Incentive Plan. The issuance of such additional shares of common stock, or securities convertible or exchangeable into common stock, may cause the price of our common stock to decline. Additionally, if all or a substantial portion of these shares are resold into the public markets then the trading price of our common stock may decline.

 

Our Board may issue and fix the terms of shares of our preferred stock without stockholder approval, which could adversely affect the voting power of holders of our common stock or any change in control of our Company.

 

Our Amended and Restated Articles of Incorporation authorize the issuance of up to 5,000,000 shares of “blank check” preferred stock, $0.0001 par value per share, with such designation rights and preferences as may be determined from time to time by our Board. Our Board is empowered, without the need to obtain stockholder approval, to issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our common stock. In the event of such issuances, the preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company.

 

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

 

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, which research and reports are not and would not be subject to our control. We currently do not have and may never obtain research coverage by securities analysts, and industry analysts that currently cover us may cease to do so. If no securities analysts commence coverage of our company, or if industry analysts cease coverage of our company, the trading price for our stock could be materially and adversely impacted. In the event we obtain securities analyst coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price may be materially and adversely impacted. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

 

30

 

We do not intend to pay dividends for the foreseeable future.

 

We have never declared or paid cash dividends on our capital stock nor are we under any obligation to declare or pay such cash dividends. We currently intend to retain any future earnings to fund our operations and the development and growth of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases to a price above the price you paid for them and you sell such shares.

 

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

 

Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could decline significantly.

 

Of the 40,990,604 shares of our common stock issued and outstanding as of December 31, 2021, 25,786,038 shares are freely tradable without restriction by stockholders who are not our affiliates, and 15,114,566 shares are “restricted securities” as defined in Rule 144.

 

In addition, we filed a registration statement on Form S-3, which was declared effective by the SEC on December 12, 2019, covering the resale of 2,894,862 shares of common stock and 1,447,431 shares of common stock underlying warrants held by selling stockholders (“Investor Warrants”) who participated in a private equity offering during the third and fourth quarter 2019. Pursuant to the registration statement on Form S-3, these selling stockholders may resell all or a portion of the 2,894,862 shares of common stock, and all or a portion of the 1,447,431 shares of common stock underlying the Investor Warrants after the Investor Warrants are exercised by the holders.

 

In addition, we filed a registration statement on Form S-3, which was declared effective by the SEC on November 1, 2021, covering the resale of 6,749,974 shares of common stock and 1,565,656 shares of common stock underlying warrants held by selling stockholders (“AR Warrants”) in relation to the acquisition of American Robotics. Pursuant to the registration statement on Form S-3, these selling stockholders may resell all or a portion of the 6,749,974 shares of common stock, and all or a portion of the 1,565,656 shares of common stock underlying the AR Warrants after the AR Warrants are exercised by the holders.

 

In addition, we filed a registration statement on Form S-8 registering the issuance of 6,000,000 shares of common stock reserved for issuance under our 2021 Stock Incentive Plan. Shares registered under this registration statement on Form S-8 are available for sale in the public market subject to vesting arrangements and exercise of options and the restrictions of Rule 144 in the case of our affiliates.

 

Our shares of common stock are subject to the penny stock rules.

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If the price per share of our common stock continues to be is less than $5.00, our common stock will continue to be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

 

31

 

Certain provisions of our Amended and Restated Articles of Incorporation and Bylaws and Nevada law make it more difficult for a third-party to acquire us and make a takeover more difficult to complete, even if such a transaction were in the stockholders’ best interest.

 

Certain provisions of our Amended and Restated Articles of Incorporation and Bylaws and Nevada law make it more difficult for a third-party to acquire us and make a takeover more difficult to complete, even if such a transaction were in the stockholders’ interest. For example, Nevada law provides that approval of two-thirds of the stockholders is required to remove a director, which may make it more difficult for a third-party to gain control of the Company. This concentration of ownership limits the power to exercise control by our minority stockholders.

 

Our bylaws designate the Eighth Judicial District Court of Clark County of the State of Nevada as the sole and exclusive forum for certain actions, which could limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.

 

Unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County of the State of Nevada (the “Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company, any director or the Company’s officers or employees arising pursuant to any provision of the NRS, Chapters 78 or 92A of the NRS or our Amended and Restated Articles of Incorporation or our Bylaws, or (iv) any action asserting a claim against the Company, any director or the Company’s officers or employees governed by the internal affairs doctrine. However, each of these clauses (i) through (iv) will not apply to any claim (x) as to which the Court determines that there is an indispensable party not subject to the jurisdiction of the Court (and the indispensable party does not consent to the personal jurisdiction of the Court within ten (10) days following such determination), (y) for which the Court does not have subject matter jurisdiction, or (z) which is vested in the exclusive jurisdiction of a court or forum other than the Court, including pursuant to Section 27 of the Exchange Act, which provides for exclusive federal jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such the exclusive jurisdiction clauses set forth above would not apply to such suits.

 

32

 

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties.

 

Our corporate headquarters for Ondas Holdings is located at 411 Waverley Oaks Road, Suite 114, Waltham, MA 02452.

 

Our offices and facilities for Ondas Networks are located at 165 Gibraltar Court in Sunnyvale, CA (the Property”). On October 30, 2018, we entered into a sublease for the sublet of the Property, representing approximately 21,982 square feet. The sublease expired on February 28, 2021 and was extended to March 31, 2021 under the same terms which included a base rent of approximately $28,577 per month plus additional monthly fees to cover operating expenses, certain legal fees, and personal property taxes associated with the premises. Upon execution of the sublease, we delivered a security deposit to be held in trust equal to one month’s base rent, which was applied to the balance of our sublease obligation in March 2021. On January 22, 2021, we entered into a 24-month lease with the owner and landlord of the Property (the “2021 Lease”), wherein the base rate is $45,000 per month and including a security deposit in the amount of $90,000. The 2021 Lease was effective April 1, 2021.

 

Our offices and facilities for American Robotics are located at 53 Brigham St, Unit 4, Marlborough, MA, representing approximately 10,450 square feet (the “American Robotics Lease”). On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space. The Amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space at 411 Waverley Oaks Road, Suite 114, Waltham, MA, representing approximately 18,000 square feet. Lease was scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at 411 Waverley Oaks Road, Suite 118, Waltham, MA, representing approximately 6,000 square feet at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022.

 

We believe that our offices and facilities are sufficient for our current needs.

 

Item 3. Legal Proceedings.

 

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. We are not currently involved in any legal proceeding or investigation by a governmental agency that we believe will have a material adverse effect on our business, financial condition, or operating results.

 

The description of legal proceedings in “Note 14 – Commitments and Contingencies” in the accompanying Notes to Consolidated Financial Statements is incorporated herein by reference.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

33

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock originally traded on OTC Markets, the OTC Pink (Current Information) tier of OTC Markets Group, Inc. under the trading symbol “ZVVT” on a very limited basis. On October 5, 2018, the trading symbol changed to “ONDS.” On December 19, 2018, our common stock was uplisted to the OTCQB under the symbol “ONDS”. On December 4, 2020, our common stock was uplisted to the Nasdaq Capital Market under the symbol “ONDS” where it continues to trade on a very limited basis.

 

Stockholders

 

As of March 18, 2022, there were 373 stockholders of record.

 

Dividends

 

We have never declared nor paid any cash dividends to stockholders. We do not intend to pay cash dividends on our common stock for the foreseeable future, and currently intend to retain any future earnings to fund our operations and the development and growth of our business. The declaration of any future cash dividend, if any, would be at the discretion of our Board (subject to limitations imposed under applicable Nevada law) and would depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.

 

Unregistered Sales of Securities

 

None during the year ended December 31, 2021

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None during the quarter ended December 31, 2021.

 

Item 6. [Reserved]

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

General

 

You should read the following discussion and analysis in conjunction with our consolidated financial statements and the notes to those financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements

 

Overview

 

Ondas Holdings 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 and American Robotics together provide users in rail, energy, mining, agriculture, and critical infrastructure markets with improved connectivity, and data collection capabilities and automated decision making to improve operations. Ondas operates these two subsidiaries as separate business segments, and the following is a discussion of each segment.

 

34

 

Ondas Networks Segment

 

Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security.

 

We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16s standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we have taken a leadership position in IEEE as it relates to wireless networking for industrial markets. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and end markets.

 

Our software-based FullMAX platform is an important and timely upgrade solution for privately-owned and operated wireless wide-area networks, leveraging Internet Protocol-based communications to provide more reliability and data capacity for our mission-critical infrastructure customers. We believe industrial and critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based protocols and network transport systems no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an intelligent networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge of large industrial networks and the efficient utilization of network capacity and scarce bandwidth resources which can be supported by the “Fog-computing” capability integrated in our end-to-end network platform. Fog-computing utilizes management software to enable edge compute processing and data and application prioritization in the field enabling our customers more reliable, real-time operating control of these new, intelligent MC-IoT equipment and applications at the edge.

 

We sell our products and services globally through a direct sales force and value-added sales partners to critical infrastructure providers including major rail operators, commercial and industrial drone operators, electric and gas utilities, water and wastewater utilities, oil and gas producers and pipeline operators, and for other critical infrastructure applications in areas such as homeland security and defense, and transportation. We continue to develop our value-added reseller relationships which today include a major strategic partnership with Siemens Mobility (“Siemens”) for the development of new types of wireless connectivity for the global rail markets. In addition, Ondas and JVCKenwood, a global supplier of Land Mobile Radio (LMR) systems, have jointly responded to a request from the rail industry for the design and delivery of a next generation data and voice platform.  We believe our Siemens Mobility partnership and our joint effort with JVCKenwood are indicative of the potential for additional Tier 1 partnerships in our other vertical markets including securing reseller relationships with major suppliers to the worldwide government and homeland security markets. These partnerships are being driven by the flexibility of our FullMAX software to support legacy industrial protocols (e.g., Push to Talk Voice, Dial-up Serial Data Communications, and Advanced Train Control System – ATCS) while simultaneously operating our state-of-the-art MC-IoT protocols. This dual and multi-mode software capability provides major industrial customers with a seamless migration path to advanced internet-protocol-based networks. Over time, these legacy functions, like Push to Talk Voice and ATCS, are transformed into just several of many new data applications we can support.

 

The Global Rail Markets and our Siemens Mobility Partnership

 

The North American Rail Network is vast in scale, consisting of 140,000 miles of track, 25,000 locomotives, and 1.6 million railcars. Within this large footprint, we believe there are 200,000 highway crossings, with at least 65,000 of the crossings equipped with electronic systems today, a number which is expected to increase in the coming years. We believe a significant portion of the communications infrastructure has been in operation for more than 20 years and now requires a technological upgrade to support new applications and increased capacity requirements. Our MC-IoT platform offers an excellent migration path for these applications. We believe the Class I Rails value the ability of Ondas’ frequency-agnostic SDR architecture to enable a substantial capacity increase utilizing the railroad’s existing wireless infrastructure and dedicated FCC licensed radio frequencies, as well as the flexibility to adapt to and take advantage of future changes in spectrum availability. The Class 1 Rails operate four separate nationwide networks, all of which are addressable by our FullMAX platform. Ondas is targeting the 900 MHz network for the initial adoption of its wireless platform by the Class 1 Rails, who were awarded greenfield spectrum in the 900 MHz band by the FCC in 2020.

 

35

 

Siemens Partnership, ATCS Development Program

 

In April 2020, we entered a strategic partnership with Siemens, to jointly develop wireless communications products for the North American Rail Industry based on Siemens’ Advanced Train Control System (“ATCS”) protocol and our MC-IoT platform. At the same time, we entered into an agreement to allow Siemens to sell Ondas’ 802.16 MC-IoT standardized products to the North American Rails under the Siemens’ brand name “Airlink”. The dual-mode ATCS/MC-IoT radio system was designed to support Siemens’ extensive installed base of ATCS radios as well as offer Siemens’ customers the ability to support a host of new advanced rail applications utilizing our MC-IoT wireless system. These new applications, including Advanced Grade Crossing Activation and Monitoring, Wayside Inspection, Railcar Monitoring, and support for next generation signaling and train control systems, are designed to increase railroad productivity, reduce costs, and improve safety. Siemens formally launched the dual mode ATCS / MC-IoT radio products along with the Siemens branded Airlink radios in September 2021 at the Railway Systems Suppliers (RSSI) conference in Indianapolis. In November 2021, Siemens secured its first commercial 900 MHz rail order for a major Class I Railroad for delivery by year-end. Ondas delivered this initial order as requested in December 2021.

 

Multiple New Joint Development Programs

 

In January of 2021, Ondas Networks and Siemens signed a Letter of Intent (“LOI”) for the development of a next generation radio product for the global rail markets including support for our first onboard locomotive radio. The formal agreement, referred to as the Next Generation Radio Board, was signed by the parties in July 2021 with a targeted completion date in first quarter 2022. Also in July 2021, Ondas Networks received a purchase order from Siemens Mobility for the development of a new industrial radio to support rail safety. This program was completed as requested by September 2021. In October 2021, Siemens substantially expanded the Next Generation Radio Board development program by issuing to Ondas Networks four new purchase orders which included customized hardware and software solutions for Head of Train (HOT) locomotive applications for the North American market and for a major Asian Rail customer. The expanded program reprioritized the July 2021 agreement deliverables with a Q2 2022 delivery of completed products to the Asian Rail customer.

 

802.16 (“dot16”) Rail Lab

 

In December 2021, we received an order from Siemens for the implementation of the “dot16” North American Rail Lab ("Rail Lab"). The Rail Lab, hosted at Ondas Networks headquarters facility in Sunnyvale, CA, serves multiple purposes including interoperability and coexistence testing of 802.16 compliant wireless systems, customization and optimization of different network rail configurations, and next generation rail application testing. Importantly, the lab is focused on multiple frequency bands and networks beyond the 900 MHz that Ondas is targeting for commercial deployment.

 

To summarize, since announcing our strategic partnership in April 2020, Ondas and Siemens have completed our first major joint development program for ATCS / MC-IoT 900 MHz radios for the North American market and have secured and delivered on initial orders of these products to a Class I railroad. In July 2021, we entered into our second major joint development program for a global onboard locomotive radio and this program was significantly expanded in October 2021 to incorporate specific locomotive protocols with initial delivery of completed products in Q2 2022. In September 2021, Siemens launched their Siemens-branded MC-IoT wireless systems under brand name ‘Airlink’. And in December 2021, Siemens together with Ondas secured the Rail Lab order from the North American railroads which will allow the companies to support the deployment of multiple North American rail communications networks based on the 802.16 standard.

 

Ondas believes the Siemens strategic partnership validates our wireless connectivity solutions and will serve as the foundation for the continued adoption of our wireless technology in the global rail markets.

 

36

 

 

UAS, Drones and AURA Network Systems

 

In December 2019, Ondas Networks received a purchase order for FullMAX base stations and remote radios from AURA Networks Systems (“AURA”), a privately held company deploying a nationwide network for the command and control of commercial drones. AURA’s key differentiator is its exclusive ownership of dedicated, licensed Air-to-Ground frequencies. We believe that operators of large, fast-moving, and high-flying drones, including those used for inspection and security applications as well as those for the Urban Air Mobility market (also known as “flying cars”), will require a secure command and control network like that planned by AURA. This command and control (C2) network will be designed to meet FAA requirements in order to fly long distances beyond visual line of site (BVLOS) of a drone operator.

 

In July 2020, we completed delivery of AURA’s first purchase order for the ground infrastructure. AURA has now installed its initial nationwide infrastructure based on our FullMAX technology in order to satisfy their FCC license requirements. In January 2021, AURA achieved another major milestone with approval from the FCC to use their frequencies for UAS/Drone operation. Based on this approval and other advances in the network, AURA placed a new purchase order in the first quarter of 2021 for continued system development related to the optimization of FullMAX base station and remote radio equipment for customer testing and demonstration networks. We have completed this project as of December 2021.

 

Additional Critical Markets

 

In the coming quarters we expect to launch additional initiatives to take our MC-IoT connectivity and ecosystem partnering strategy into other critical infrastructure markets. As evidence of this, in February 2021, we announced a new partnership with Rogue Industries to target opportunities in US Government and DoD markets. Rogue is an agile, focused marketing organization with significant expertise in bringing new technologies to these critical markets along with significant governmental procurement expertise. This expertise would otherwise require significant expense and time for Ondas to develop internally. Our agreement with Rogue is another example of Ondas leveraging what we refer to our “Ecosystem Flywheel” with our capital-light business model.

 

American Robotics Segment

 

American Robotics designs, develops and manufactures autonomous drone systems, providing high-fidelity, ultra-high-resolution aerial data to enterprise customers. We provide our customers turnkey data solutions designed to meet their unique requirements in the field. We do this via our internally developed Scout System™, an industrial drone platform which provides commercial and government customers with the ability to continuously digitize, analyze, and monitor their assets and field operations in near real-time.

 

The Scout System™ has been designed from the ground up as an end-to-end product capable of continuous unattended operations in the real world. Powered by innovations in robotics automation, machine vision, edge computing, and AI, the Scout System™ provides efficiencies as a drone solution for commercial use. Once installed in the field at customer locations, a fleet of connected Scout Systems remain indefinitely in an area of operation, automatically collecting data each day, self-charging, and seamlessly delivering data analysis regularly and reliably. AR markets the Scout System™ under a Robot-as-a-Service (“RaaS”) business model, whereby our drone platform aggregates customer data and provides the data analytics meeting customer requirements in return for an annual subscription fee.

 

The Scout System™ consists of (i) Scout™, a highly automated, AI-powered drone with advanced imaging payloads (ii) the ScoutBaseTM, a ruggedized weatherproof base station for housing, charging, data processing, and cloud transfer, and (iii) ScoutViewTM, a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere in the world. These major subsystems are connected via a host of supporting technologies. Using a suite of proprietary technologies, including Detect-and-Avoid (“DAA”) and other proprietary intelligent safety systems, we achieved the first and only Federal Aviation Administration (“FAA”) approval for automated operations without a human on-site in the United States on January 15, 2021. As a result, American Robotics currently has the unique ability to serve markets which require automated drone technology to enable scalable drone operations, which the Company estimates to be 90% of all commercial drone applications.

 

37

 

 

American Robotics sells its products and services nationally through a direct sales force to large enterprises that operate in the agriculture, industrial and critical infrastructure verticals that include major rail operators, electric and gas utilities, oil and gas producers, large agricultural input manufacturers, large agricultural coops, and for other critical infrastructure applications in areas such as homeland security and defense, and transportation.

 

As of December 31, 2021, American Robotics had signed subscription agreements of varying contract lengths with customers in multiple industries including agriculture, oil and gas and materials management

 

COVID-19

 

In December 2019, a novel strain of coronavirus (“COVID-19”) was identified and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States.

 

The Company’s business, financial condition and results of operations were impacted from the COVID-19 pandemic for the years ended December 31, 2021 and 2020 as follows:

 

●sales and marketing efforts were disrupted as our business development team was unable to travel to visit customers and customers were unable to receive visitors for on-location meetings;
   
●field activity for testing and deploying our wireless systems was delayed due to the inability for our field service team to install and test equipment for our customers; and
   
●Manufacturing and sales were disrupted due to ongoing supply chain constraints for certain critical parts.

 

In the first quarter of 2020, we reduced our business activity to critical operations only, and furloughed 80% of our workforce. Per orders issued by the Health Officer of the County of Santa Clara, our corporate offices and facilities were closed, except for functions related to the support of remote workers and product support related to the essential transportation sector. On May 13, 2020, we reopened our offices and facilities and as of December 31, 2020 we had no employees remaining on furlough. Of the 18 employees previously furloughed, 14 are currently employed by us.

 

The Company expects its business, financial condition and results of operations will be impacted from the COVID-19 pandemic during 2022, primarily due to the slowdown of customer activity during 2020 and 2021, ongoing supply chain constraints for certain critical parts, and difficulties in attracting employees. The extent to which the coronavirus may impact our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and its variants. As a result, the Company is unable to reasonably estimate the full extent of the impact from the COVID-19 pandemic on its future business, financial conditions, and results of operations. In addition, if the Company were to experience any new impact to its operations or incur additional unanticipated costs and expenses as a result of the COVID-19 pandemic, such operational delays and unanticipated costs and expenses could further adversely impact the Company’s business, financial condition and results of operations during 2022.

 

American Robotics Acquisition

 

Merger Agreement

 

On May 17, 2021, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Drone Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Drone Merger Sub II Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub II”), American Robotics, and Reese Mozer, solely in his capacity as the representative of American Robotics’ Stockholders (as defined in the Agreement). American Robotics is a company focused on designing, developing, and marketing 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 FAA for automated operation beyond-visual-line-of-sight (BVLOS) without a human operator on-site.

 

On August 5, 2021 (the “Closing Date”), the Company’s stockholders approved the issuance of shares of the Company’s common stock, including shares of common stock underlying Warrants (as defined below), in connection with the acquisition of American Robotics.

 

On the Closing Date, American Robotics merged with and into Merger Sub I, with American Robotics continuing as the surviving entity, and American Robotics then subsequently and immediately merged with and into Merger Sub II (“Merger II”), with Merger Sub II continuing as the surviving entity and as a direct wholly owned subsidiary of the Company. Simultaneously with Merger II, Merger Sub II was renamed American Robotics, Inc.

 

38

 

 

Pursuant to the Agreement, American Robotics stockholders and certain service providers received (i) cash consideration in an amount equal to $7,500,000, less certain indebtedness, transaction expenses and other expense amounts as described in the Agreement; (ii) 6,750,000 shares of the Company’s common stock (inclusive of 26 fractional shares paid in cash as set forth in the Agreement); (iii) warrants exercisable for 1,875,000 shares of the Company’s common stock (the “Warrants”) (inclusive of 24 fractional shares paid in cash and the equivalent of Warrants for 309,320 shares representing the value of options exercisable for 211,038 shares issued under the Company’s incentive stock plan and reducing the aggregate amount of Warrants as set forth in the Agreement); and (iv) the cash release from the PPP Loan Escrow Amount (as defined in the Agreement). Each of the Warrants entitle the holder to purchase a number of shares of the Company’s common stock at an exercise price of $7.89. Each of the Warrants shall be exercisable in three equal annual installments commencing on the one-year anniversary of the Closing Date and shall have a term of ten years. 59,544 of the stock options were issued fully vested to employees who did not exercise their American Robotics options prior to the Closing Date and had no ongoing service requirements and were included in the purchase consideration. The remaining 151,494 stock options issued vest over four years and are contingent on ongoing employment by the Company and are recorded as compensation expense over the service period.

 

Also on the Closing Date, the Company entered into employment agreements and issued 1,375,000 restricted stock units (“RSUs) under the Company’s incentive stock plan to key members of American Robotics’ management. These RSUs vest in equal installments on the next three anniversaries of the Closing Date and vesting is contingent on the individuals remaining employed by the Company. These RSUs are not included in purchase consideration and are expensed ratably over the service period. They were valued at the closing market price on the Closing Date.

 

The Company’s Consolidated Financial Statements for the year ended December 31, 2021 include results of operations of American Robotics for the period from the Closing Date to December 31, 2021.

 

See Note 5 to the accompanying Consolidated Financial Statements for further information regarding the American Robotics acquisition.

 

Results of Operations

 

Year ended December 31, 2021 compared to year ended December 31, 2020

 

Revenues

 

   Year Ended
December 31,		 
   2021   2020   Increase
(Decrease)		 
Revenue, net            
Ondas Networks  $2,840,154   $2,163,719   $676,435 
American Robotics   66,617    -    66,617 
                
Total  $2,906,771   $2,163,719   $743,052 

 

Revenue increased to $2,906,771 for the year ended December 31, 2021 from $2,163,719 for the year ended December 31, 2020. Revenues during the year ended December 31, 2021 included $405,569 for products, $96,934 for maintenance, service, support, and subscriptions, $2,401,474 for development agreements with Siemens Mobility and AURA Networks, and $2,794 for other revenues. Revenues during the same period in 2020 included $1,151,557 for products, $62,410 for maintenance/service contracts, $943,357 for development agreements, and $6,395 for other revenues.

 

39

 

 

Cost of goods sold

 

   Year Ended
December 31,		 
   2021   2020   Increase
(Decrease)		 
Cost of goods sold            
Ondas Networks  $1,783,033   $1,236,051   $546,982 
American Robotics   27,909    -    27,909 
                
Total  $1,810,942   $1,236,051   $574,891 

 

Cost of goods sold increased to $1,810,942 for the year ended December 31, 2021 from $1,236,051 for the year ended December 31, 2020. The increase in cost of goods sold was the result of additional development costs being allocated to development agreements in line with the increased revenue.

 

Gross profit

 

   Year Ended
December 31,		 
   2021   2020   Increase
(Decrease)		 
Gross Profit (Loss)            
Ondas Networks  $1,057,121   $927,668   $129,453 
American Robotics   38,708    -    38,708 
                
Total  $1,095,829   $927,668   $168,161 

 

Our gross profit increased by $168,161 for the year ended December 31, 2021 compared to the year ended December 31, 2020 based on the changes in revenues and costs of sales as discussed above. Gross margin for the periods in 2021 and 2020 was 38% and 43%, respectively. This decrease in gross margin is due to a higher mix of development projects with lower margins as compared to higher margin product sales in the prior year period.

 

Operating Expenses

 

   Year Ended
December 31,		 
   2021   2020   Increase
(Decrease)		 
Operating expenses:            
General and administrative  $11,781,503   $7,641,234   $4,140,269 
Sales and marketing   1,487,394    1,223,767    263,627 
Research and development   5,800,549    3,586,553    2,213,996 
                
Total  $19,069,446   $12,451,554   $6,617,892 

 

Our principal operating costs include the following items as a percentage of total expense.

 

   Year Ended
December 31,		 
   2021   2020 
Human resource costs, including benefits   36%   51%
Travel and entertainment   1%   1%
Other general and administration costs:          
Professional fees and consulting expenses   30%   31%
Facilities and other expenses   15%   11%
Depreciation and amortization   7%   1%
Other research and deployment costs, excluding human resources and travel and entertainment   10%   5%
Other sales and marketing costs, excluding human resources and travel and entertainment   1%   -%

 

40

 

 

Operating expenses increased by $6,617,892 as a result of the following items:

 

      (000s)  
Human resource costs, including benefits   $ 423  
Travel and entertainment     141  
Other general and administration costs:        
Professional fees and consulting costs     1,871  
Facilities and other expenses     1,479  
Depreciation and amortization     1,347  
Other research and deployment costs, excluding human resources and travel and entertainment     1,285  
Other sales and marketing costs, excluding human resources and travel and entertainment     72  
    $ 6,618  

 

The increase in operating expenses was primarily due to an increase of approximately $1,871,000 in professional fees, of which approximately $1,644,000 related to the American Robotics acquisition, increase of $1,479,000 in facilities and other expenses including insurance due to acquisition of American Robotics, increase of approximately $1,347,000 in depreciation and amortization expense due to amortization of American Robotics intangible assets, and an increase of approximately $1,285,000 in R&D development expenses for the year ended December 31, 2021. Human resource costs increased by approximately $423,000 in 2021 compared to 2020 due to addition of American Robotics payroll and increased headcount at Ondas Networks, partially offset by a decrease of approximately $1,423,000 in stock-based compensation.

 

Operating Loss

 

    Year Ended  
    December 31,  
    2021     2020     Increase
(Decrease)		  
                   
Operating loss   $ (17,973,617 )   $ (11,523,886 )   $ 6,449,731  

 

As a result of the foregoing, our operating loss increased by $6,449,731 to $17,973,617 for the year ended December 31, 2021, compared with $11,523,886 for the year ended December 31, 2020. The operating loss increased primarily as a result of an increase in operating expenses of approximately $6,618,000 primarily associated with the American Robotics acquisition as described above.

 

Other Income (Expense), net

 

   Year Ended 
   December 31, 
   2021   2020   Increase
(Decrease)		 
                
Other income (expense), net  $27,793   $(1,953,994)  $(1,981,787)

 

Other expense, decreased by $1,981,787 to other income of $27,793 for the year ended December 31, 2021, compared to other expense of $1,953,994 for the year ended December 31, 2020. During the year ended December 31, 2021, compared to the year ended December 31, 2020, we reported a decrease in interest expense of $1,361,162 due to payoff of the Steward Capital note payable in the second quarter of 2021 as well as $571,691 increase in other income primarily due to the PPP loan forgiveness of $666,091.

 

Net Loss

 

    Year Ended  
    December 31,  
    2021     2020     Increase
(Decrease)		  
                   
Net Loss   $ (15,023,842 )   $ (13,477,880 )   $ 1,545,962  

 

As a result of the net effects of the foregoing partially offset by the provision for income tax benefit reported in the amount of $2,921,982, net loss increased by $1,545,962 to $15,023,842 for the year ended December 31, 2021, compared with $13,477,880 for the year ended December 31, 2020. Net loss per share of common stock, basic and diluted, was $(0.44) for the year ended December 31, 2021, compared with approximately $(0.66) for the year ended December 31, 2020. The income tax benefit resulted from the release of valuation allowance against Ondas net operating loss carryforwards to offset the deferred liability acquired as part of the American Robotics acquisition.

 

41

 

Summary of (Uses) and Sources of Cash

 

   Year Ended
December 31,		 
   2021   2020 
Net cash used in operating activities  $(16,895,416)  $(7,534,256)
Net cash used in investing activities   (10,210,631)   (16,140)
Net cash provided by financing activities   41,860,437    31,458,101 
Increase in cash   14,754,390    23,907,705 
Cash, beginning of period   26,060,733    2,153,028 
Cash, end of period  $40,815,123   $26,060,733 

 

The principal use of cash in operating activities for the year ended December 31, 2021 was to fund the Company’s current expenses primarily related to both sales and marketing and research and development activities necessary to allow us to service and support customers. The increase in cash flows used in operating activities of approximately $9,361,000 was primarily due to reduction in payables and accruals and increase in expenses related to acquisition of American Robotics. Cash flows used in investing activities increased by approximately $10,194,000 primarily due to the acquisition of American Robotics, investment in Dynam A.I., purchase of lab equipment, and a security deposit on our lease renewal in Sunnyvale, CA. The increase in cash provided by financing activities of approximately $10,402,000 was due to the 2021 Public Offering which raised approximately $47,524,000 compared to 2020 Public offering that raised approximately $31,254,000, partially offset by repayment of the Steward Capital Loan and proceeds from sale of preferred stock in 2020.

 

Liquidity and Capital Resources

 

We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2021, we had stockholders’ equity of approximately $112,233,000. On December 31, 2021, we had net long-term borrowings outstanding of approximately $300,000 and no short-term borrowings. On December 31, 2021, we had cash of approximately $40,815,000 and working capital of approximately $40,032,000.

 

In December 2020, the Company completed a registered public offering of its common stock, generating net proceeds of approximately $31,254,000. In June 2021, the Company completed another registered public offering of its common stock, generating net proceeds of approximately $47,524,000. We believe the funds raised in the December 2020 and June 2021 equity offerings, in addition to growth in revenue expected as the Company executes its business plan, will fund its operations for at least the next twelve months from the issuance date of the accompanying financial statements.

 

Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products and services from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacture and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurance that we will generate revenue and cash as expected in our current business plan. We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial conditions, or results of operations.

 

Off-Balance Sheet Arrangements

 

As of December 31, 2021, we had no off-balance sheet arrangements.

 

Critical Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

 

●requires assumptions to be made that were uncertain at the time the estimate was made, and

 

●changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

 

We base our estimates and judgments on our experience, our current knowledge, our beliefs of what could occur in the future, our observation of trends in the industry, information provided by our customers and information available from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following accounting policies and estimates as those that we believe are most critical to our financial condition and results of operations and that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties: share-based compensation expense, income taxes, complex derivative financial instruments and impairment of long-lived assets including intangible assets acquired in business combinations. 

42

 

 

Share-Based Compensation Expense. We calculate share-based compensation expense for option awards and certain warrant issuances (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. We have not included an estimate for forfeitures due to our limited history and we revise based on actual forfeitures each period. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

 

Income Taxes. As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. Our provision for income taxes is determined using the asset and liability approach to account for income taxes. A current liability is recorded for the estimated taxes payable for the current year. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the timing differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates or tax laws are recognized in the provision for income taxes in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more-likely-than-not to be realized. Changes in valuation allowances will flow through the statement of operations unless related to deferred tax assets that expire unutilized or are modified through translation, in which case both the deferred tax asset and related valuation allowance are similarly adjusted. Where a valuation allowance was established through purchase accounting for acquired deferred tax assets, any future change will be credited or charged to income tax expense. See Note 13 in the accompanying Notes to Consolidated Financial Statements for discussion related to Tax Reform.

 

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. In the ordinary course of our business, there are transactions and calculations for which the ultimate tax determination is uncertain. In spite of our belief that we have appropriate support for all the positions taken on our tax returns, we acknowledge that certain positions may be successfully challenged by the taxing authorities. We determine the tax benefits more likely than not to be recognized with respect to uncertain tax positions. Although we believe our recorded tax assets and liabilities are reasonable, tax laws and regulations are subject to interpretation and inherent uncertainty; therefore, our assessments can involve both a series of complex judgments about future events and rely on estimates and assumptions. Although we believe these estimates and assumptions are reasonable, the final determination could be materially different than that which is reflected in our provision for income taxes and recorded tax assets and liabilities.

 

Complex Derivative Financial Instruments. From time to time, we sell common stock, and we issue convertible debt, both with common stock purchase warrants, which may include terms requiring conversion price or exercise price adjustments based on subsequent issuance of securities at prices lower than those in the agreements of such securities. In these situations, the instruments may be accounted for as liabilities and recorded at fair value each reporting period. Due to the complexity of the agreement, we use an outside expert to assist in providing the mark to market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. It was determined that a Binomial Lattice option pricing model using a Monte Carlo simulation would provide the most accuracy given all the potential variables encompassing a future dilutive event. This model incorporated transaction assumptions such as our stock price, contractual terms, maturity, risk free rates, as well as estimates about future financings, volatility, and holder behavior. Although we believe our estimates and assumptions used to calculate the fair valuation liabilities and related expense were reasonable, these assumptions involved complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

 

Impairment of Long-Lived Assets. Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset group’s carrying value for recoverability. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the assets are not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the assets is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include: market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon historical experience, commercial relationships, market conditions and available external information about future trends

 

Recent Accounting Pronouncements

 

Recently Adopted Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period tax allocation and calculating income taxes in interim periods. ASU 2019-12 is applicable to all entities subject to income taxes. ASU 2019-12 provides guidance to minimize complexity in certain areas by introducing a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and guides whether to relate a step-up tax basis to a business combination or separate transaction. ASU 2019-12 changes the current guidance of making an intraperiod allocation, determining when a tax liability is recognized after a foreign entity investor transition to or from equity method of accounting, accounting for tax law changes and year-to-date losses in interim periods, and determining how to apply income tax guidance to franchise taxes. The amendments from ASU 2019-12 are effective for all public business entities for fiscal years beginning after December 15, 2020 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2021 and for interim periods beginning after December 15, 2022. Early adoption was permitted. The adoption of this pronouncement during the year ended December 31, 2021 had no impact on our accompanying consolidated financial statements. 

 

43

 

 

Recently Issued Accounting Pronouncements

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The new guidance creates an exception to the general recognition and measurement principles of ASC 805, Business Combinations. The new guidance should be applied prospectively and is effective for all public business entities for fiscal years beginning after December 15, 2022 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of ASU No. 2021-08 on its consolidated financial statements.

 

In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of January 1, 2024.

  

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models previously used under U.S. generally accepted accounting principles, which generally require that a loss be incurred before it is recognized. The new standard also applies to financial assets arising from revenue transactions such as contract assets and accounts receivables. For public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effects of the adoption of ASU No. 2016-13 on its consolidated financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

We are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this item.

 

Item 8. Financial Statements and Supplementary Data.

 

Financial statements begin on page F-1 following this Report.

 

44

 

 

Index to Financial Statements

 

  Page
   
Report of Independent Registered Public Accounting Firms [PCAOB No. 89] F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020 F-3
Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020 F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 F-6
Notes to the Consolidated Financial Statements F-7

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 89)

 

To the Board of Directors and
Stockholders of Ondas Holdings Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Ondas Holdings Inc. (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two years period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Business Combinations – Valuation of Acquired Intangible Assets

 

As described in Note 5 to the consolidated financial statements, on August 5, 2021, the Company acquired American Robotics, Inc. for purchase consideration of approximately $69.3 million. The Company accounted for the acquisition in accordance with ASC Topic 805, Business Combinations, which required the Company to exercise judgment and make estimates and assumptions based on available information regarding the fair values of intangible assets as of the date of the acquisition.

 

We identified the fair values of certain identifiable intangible assets, primarily developed technology, trademarks and FAA waiver, as critical audit matters. The principal considerations for our determination included the following: (i) changes in the key assumptions could have a significant impact on the fair value of the intangible assets acquired, (ii) subjectivity and judgment required to determine significant unobservable inputs and assumptions utilized by the Company in determining the fair value of the intangible assets, specifically projected revenue growth rates, expected cash flow, royalty rates and discount rates and (iii) the appropriateness of the use of various valuation models to determine the fair value of the developed technology, trademarks and FAA waiver acquired. Auditing these factors involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address the matters, including the extent of specialized skill or knowledge needed.

 

The primary procedures we performed to address this critical audit matter included:

 

●Assessing the reasonableness of projected revenue growth rates and expected cash flow through: (i) evaluating the Company’s objectives, strategies, and related business risks, (ii) evaluating consistency with available industry or other third-party reports or data, and (iii) evaluating the Company’s relevant evidence and analysis for the significant assumptions.

 

●Utilizing personnel with specialized knowledge and skill with valuations to (i) assess the reasonableness of royalty rates and discount rates utilized in the various valuation models and (ii) assess the appropriateness of the various valuation models utilized by management to determine the fair values of the developed technology, trademarks and FAA waiver acquired.

 

/s/ Rosenberg Rich Baker Berman, P.A.

 

We served as the Company’s auditor since 2017.

 

Somerset, NJ

March 22, 2022 

F-2

 

 

ONDAS HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

 

    December 31,  
    2021     2020  
ASSETS            
Current Assets:            
Cash   $ 40,815,123     $ 26,060,733  
Accounts receivable, net     1,213,195       47,645  
Inventory, net     1,178,345       1,152,105  
Other current assets     1,449,610       629,030  
Total current assets     44,656,273       27,889,513  
                 
Property and equipment, net     1,031,999       163,084  
                 
Other Assets:                
Goodwill     45,026,583      
-
  
Intangible assets, net     25,169,489       379,530  
Long-term equity investment     500,000      
-
  
Lease deposits     218,206       28,577  
Operating lease right of use assets     836,025       51,065  
Total other assets     71,750,303       459,172  
Total assets   $ 117,438,575     $ 28,511,769  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable   $ 2,411,085     $ 2,368,203  
Operating lease liabilities     550,525       56,168  
Accrued expenses and other current liabilities     1,149,907       2,832,780  
Secured promissory note, net of debt discount of $0 and $120,711, respectively    
-
       7,003,568  
Deferred revenue     512,397       165,035  
Notes payable    
-
       59,550  
Total current liabilities     4,623,914       12,485,304  
                 
Long-Term Liabilities:                
Notes payable   300,000       906,541  
Accrued interest     40,152       36,329  
Operating lease liabilities, net of current     241,677      
-
  
Total long-term liabilities     581,829       942,870  
Total liabilities     5,205,743       13,428,174  
                 
Commitments and Contingencies (Note 14)    
 
      
 
  
                 
Stockholders’ Equity                
Preferred stock - par value $0.0001; 5,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively, and none issued or outstanding at December 31, 2021 and December 31, 2020, respectively    
-
      
-
  
Preferred stock, Series A - par value $0.0001; 5,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively, and none issued or outstanding at December 31, 2021 and December 31, 2020, respectively    
-
      
-
  
Common stock - par value $0.0001; 116,666,667 shares authorized; 40,990,604 and 26,540,769 issued and outstanding, respectively December 31, 2021 and December 31, 2020, respectively     4,099       2,654  
Additional paid in capital     192,502,122       80,330,488  
Accumulated deficit     (80,273,389 )     (65,249,547 )
Total stockholders’ equity     112,232,832       15,083,595  
Total liabilities and stockholders’ equity   $ 117,438,575     $ 28,511,769  

 

 The accompanying footnotes are an integral part of these consolidated financial statements. 

 

F-3

 

 

ONDAS HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

    Years Ended December 31,  
    2021     2020  
             
Revenues, net   $ 2,906,771     $ 2,163,719  
Cost of goods sold     1,810,942       1,236,051  
Gross profit     1,095,829       927,668  
                 
Operating expenses:                
General and administration     11,781,503       7,641,234  
Sales and marketing     1,487,394       1,223,767  
Research and development     5,800,549       3,586,553  
Total operating expenses     19,069,446       12,451,554  
                 
Operating loss     (17,973,617 )     (11,523,886 )
                 
Other income                
Other income     591,900       20,209  
Interest income     11,578       251  
Interest expense     (575,685 )     (1,936,847 )
Change in fair value of derivative liability    
-
       (37,607 )
Total other income (expense), net     27,793       (1,953,994 )
                 
Loss before benefit from income taxes     (17,945,824 )     (13,477,880 )
                 
Benefit from income taxes     2,921,982      
-
  
                 
Net loss     (15,023,842 )     (13,477,880 )
                 
Net loss per share - basic and diluted   $ (0.44 )   $ (0.66 )
                 
Weighted average number of common shares outstanding, basic and diluted     34,180,897       20,428,490  

 

The accompanying footnotes are an integral part of these consolidated financial statements.

 

F-4

 

 

ONDAS HOLDINGS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

  

                Additional              
    Preferred Stock     Common Stock     Paid in     Accumulated        
    Shares     Amount     Shares     Amount     Capital     Deficit     Total  
                                           
Balance, December 31, 2019    
-
     $
-
       19,756,154     $ 1,976     $ 39,339,449     $ (51,771,667 )     (12,430,242 )
Stock-based compensation     -      
-
       -      
-
       4,676,362      
-
       4,676,362  
Issuance of Series A in connection with private placement, net of costs     2,217,500       222      
-
      
-
       4,217,748      
-
       4,217,970  
Issuance of Series A in connection with exchange of debt     132,890       13      
-
      
-
       265,766      
-
       265,779  
Derivative liability     -      
-
       -      
-
       (32,906 )    
-
       (32,906 )
Reclassification of derivative     -      
-
       -      
-
       70,513      
-
       70,513  
Mandatory conversion of Series A     (2,350,390 )     (235 )     994,452       99       136      
-
      
-
  
Issuance in connection with extension of debt    
 
      
 
       40,000       4       389,996      
-
       390,000  
Shares issued in public offering, net of costs     -       -       5,750,163       575       31,253,422      
-
       31,253,997  
Forgiveness of accrued officer’s salary     -      
-
       -      
-
       150,002      
-
       150,002  
Net loss     -      
-
       -      
-
      
-
       (13,477,880 )     (13,477,880 )
                                                         
Balance, December 31, 2020    
-
     $
-
       26,540,769     $ 2,654     $ 80,330,488     $ (65,249,547 )   $ 15,083,595  
                                                         
Balance, December 31, 2020    
-
     $
-
       26,540,769     $ 2,654     $ 80,330,488     $ (65,249,547 )   $ 15,083,595  
Stock-based compensation     -      
-
       -      
-
       3,253,590      
-
       3,253,590  
Issuance of shares from 2021 Public Offering, net of costs     -      
-
       7,360,000       736       47,522,833      
- 
       47,523,569  
Issuance of shares in connection with acquisition of American Robotics, Inc.     -      
-
       6,749,974       675       52,514,123      
-
       52,514,798  
Issuance of warrants in connection with acquisition of American Robotics, Inc.     -      
-
       -      
-
       6,904,543      
-
       6,904,543  
Issuance of vested stock options in connection with acquisition of American Robotics, Inc.     -      
-
       -      
-
       380,330      
-
       380,330   
Restricted stock units issued     -      
-
       152,410       15       (15 )    
-
      
-
  
Shares issued in exercise of options     -      
-
       47,846       5       99,993      
-
       99,998  
Shares issued in exercise of warrants     -      
-
       139,605       14       1,361,134      
-
       1,361,148  
Forgiveness of accrued officer’s salary     -      
-
       -      
-
       135,103      
-
       135,103  
Net loss     -      
-
       -      
-
      
-
       (15,023,842 )     (15,023,842 )
                                                         
Balance, December 31, 2021    
-
     $
-
       40,990,604     $ 4,099     $ 192,502,122     $ (80,273,389 )   $ 112,232,832  

 

The accompanying footnotes are an integral part of these consolidated financial statements.

 

F-5

 

 

ONDAS HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Years Ended
December 31,		 
   2021   2020 
         
CASH FLOWS FROM OPERATING ACTIVITES        
Net loss  $(15,023,842)  $(13,477,880)
Adjustments to reconcile net loss to net cash flows used in operating activities:          
Depreciation   116,231    97,759 
Amortization of deferred financing costs   120,712    712,395 
Provision for obsolete inventory   100,254    
-
 
PPP Loan forgiveness   (666,091)   
-
 
Amortization of intangible assets   1,396,364    19,840 
Deferred income taxes, release of valuation allowance   (2,921,982)   
-
 
Change in fair value of derivative liability   
-
    37,607 
Amortization of right of use asset   302,931    280,354 
Loss on Intellectual Property   97,789    33,334 
Stock-based compensation   3,253,590    4,676,362 
Changes in operating assets and liabilities:          
Accounts receivable   (1,153,315)   (27,433)
Inventory   (126,494)   (297,904)
Other current assets   (696,280)   (430,357)
Accounts payable   (86,658)   46,004 
Deferred revenue   314,370    (213,815)
Operating lease liability   (336,432)   (485,687)
Accrued expenses and other current liabilities   (1,586,563)   1,495,165 
Net cash flows used in operating activities   (16,895,416)   (7,534,256)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Patent costs   (104,112)   (31,117)
Purchase of equipment   (923,718)   (8,598)
Purchase of American Robotics, Inc., net of cash acquired   (6,517,338)   
-
 
Investment in Dynam A.I.   (500,000)   
-
 
Security deposit   (165,463)   23,575 
    Cash disbursement on note receivable   (2,000,000)   - 
Net cash flows used in investing activities   (10,210,631)   (16,140)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from paycheck protection program loan   
-
    666,091 
Proceeds from sale of preferred stock, net of costs   
-
    4,217,970 
Proceeds from sale of common stock, net of costs   47,523,569    31,253,998 
Proceeds from exercise of stock options and warrants   1,461,146    
-
 
Payments on loan payable   (7,124,278)   (4,679,958)
Net cash flows provided by financing activities   41,860,437    31,458,101 
           
Increase in cash and cash equivalents   14,754,390    23,907,705 
Cash and cash equivalent, beginning of period   26,060,733    2,153,028 
Cash and cash equivalents, end of period  $40,815,123   $26,060,733 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
           
Cash paid for interest  $1,042,737   $337,097 
Cash paid for income taxes  $
-
   $
-
 
           
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:          
           
Forgiveness of accrued officer’s salary  $135,103   $150,002 
Debt exchanged for preferred stock  $
-
   $265,779 
Accrued interest converted to debt  $
-
   $1,254,236 
Shares issue for extension of debt  $
-
   $390,000 
Common stock, warrants and forgiveness of note receivable in relation to acquisition of American Robotics  $61,811,179   $
-
 

 

The accompanying footnotes are an integral part of these consolidated financial statements.

 

F-6

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION 

 

The Company

 

Ondas Holdings Inc. (“Ondas Holdings”, “Ondas”, the “Company,” “we,” or “our”) was originally incorporated in Nevada on December 22, 2014, under the name of Zev Ventures Incorporated. On September 28, 2018, we acquired Ondas Networks Inc., a Delaware corporation (“Ondas Networks”), and changed our name to Ondas Holdings Inc. On August 5, 2021, we acquired American Robotics, Inc. (“American Robotics” or “AR”), a Delaware corporation. As a result of these acquisitions, Ondas Networks and American Robotics became our wholly owned subsidiaries. These two wholly owned subsidiaries are now Ondas’ primary focus. Ondas’ corporate headquarters are located in Waltham, MA. Ondas Networks has offices and facilities in Sunnyvale, California, and American Robotics’ offices and facilities are located in Waltham, Massachusetts and Marlborough, Massachusetts.

 

Ondas has a third wholly owned subsidiary, FS Partners (Cayman) Limited, a Cayman Islands limited liability company (“FS Partners”), and one majority owned subsidiary, Full Spectrum Holding Limited, a Cayman Islands limited liability company (“FS Holding”), which owned 100% of Ondas Network Limited, organized in Chengdu Province, China. FS Partners and Ondas Network Limited were both formed for the purpose of operating in China. As of December 31, 2019, we revised our business strategy, and discontinued all operations in China. On June 2, 2020, Ondas Network Limited was deregistered by the authority of the Chengdu High-Tech Zone, Market Supervision Administration. Both FS Partners and FS Holdings had no operations during 2020 and 2021, and we are in the process of dissolving them and expect the process to be completed by the end of 2022.

 

Business Activity

 

Ondas is a leading provider of private wireless, drone, and automated data solutions through its wholly owned subsidiaries Ondas Networks and American Robotics. Ondas Networks and American Robotics together provide users in rail, energy, mining, agriculture, and critical infrastructure markets with improved connectivity, data collection capabilities, and automated decision-making to improve operations. We operate our two subsidiaries as separate business segments.

 

Ondas Networks

 

Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security.

 

We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16s standard.

 

American Robotics

 

American Robotics designs, develops and manufactures autonomous drone systems, providing high-fidelity, ultra-high-resolution aerial data to enterprise customers. We provide our customers turnkey data solutions designed to meet their unique requirements in the field. We do this via our internally developed Scout System™, an industrial drone platform which provides commercial and government customers with the ability to continuously digitize, analyze, and monitor their assets and field operations in near real-time.

 

The Scout System™ has been designed from the ground up as an end-to-end product capable of continuous unattended operations in the real world. Powered by innovations in robotics automation, machine vision, edge computing, and AI, the Scout System™ provides efficiencies as a drone solution for commercial use. Once installed in the field at customer locations, a fleet of connected Scout Systems remain indefinitely in an area of operation, automatically collecting data each day, self-charging, and seamlessly delivering data analysis regularly and reliably. AR markets the Scout System™ under a Robot-as-a-Service (“RaaS”) business model, whereby our drone platform aggregates customer data and provides the data analytics meeting customer requirements in return for an annual subscription fee.

 

F-7

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The Scout System™ consists of (i) Scout™, a highly automated, AI-powered drone with advanced imaging payloads (ii) the ScoutBaseTM, a ruggedized weatherproof base station for housing, charging, data processing, and cloud transfer, and (iii) ScoutViewTM, a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere in the world. These major subsystems are connected via a host of supporting technologies. Using a suite of proprietary technologies, including Detect-and-Avoid (“DAA”) and other proprietary intelligent safety systems, we achieved the first and only Federal Aviation Administration (“FAA”) approval for automated operations without a human on-site in the United States on January 15, 2021.

 

Reverse Stock Split

 

On November 3, 2020, the Board of Directors of the Company approved a 1-for-3 reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share.  The Company’s common stock commenced trading on a post-split basis on November 16, 2020. All common stock, stock options, restricted stock units, warrants and related per share amounts for all periods presented have been retroactively adjusted to give effect to the Reverse Stock Split.

 

Liquidity

 

We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2021, we had stockholders’ equity of approximately $112,233,000. On December 31, 2021, we had net long-term borrowings outstanding of approximately $300,000 and no short-term borrowings. On December 31, 2021, we had cash of approximately $40,815,000 and working capital of approximately $40,032,000.

 

In December 2020, the Company completed a registered public offering of its common stock, generating net proceeds of approximately $31,254,000. In June 2021, the Company completed another registered public offering of its common stock, generating net proceeds of approximately $47,524,000. We believe the funds raised in the December 2020 and June 2021 equity offerings, in addition to growth in revenue expected as the Company executes its business plan, will fund its operations for at least the next twelve months from the issuance date of the accompanying financial statements.

 

Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products and services from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacture and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurance that we will generate revenue and cash as expected in our current business plan. We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial conditions, or results of operations.

 

COVID-19

 

In December 2019, a novel strain of coronavirus (“COVID-19”) was identified and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States.

 

The Company’s business, financial condition and results of operations were impacted from the COVID-19 pandemic for the years ended December 31, 2021 and 2020 as follows:

 

●sales and marketing efforts were disrupted as our business development team was unable to travel to visit customers and customers were unable to receive visitors for on-location meetings;
   
●field activity for testing and deploying our wireless systems was delayed due to the inability for our field service team to install and test equipment for our customers; and
   
●

Manufacturing and sales were disrupted due to ongoing supply chain constraints for certain critical parts.

 

F-8

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

In the first quarter of 2020, we reduced our business activity to critical operations only, and furloughed 80% of our workforce. Per orders issued by the Health Officer of the County of Santa Clara, our corporate offices and facilities were closed, except for functions related to the support of remote workers and product support related to the essential transportation sector. On May 13, 2020, we reopened our offices and facilities and as of December 31, 2020 we had no employees remaining on furlough. Of the 18 employees previously furloughed, 14 are currently employed by us.

 

The Company expects its business, financial condition and results of operations will be impacted from the COVID-19 pandemic during 2022, primarily due to the slowdown of customer activity during 2020 and 2021, ongoing supply chain constraints for certain critical parts, and difficulties in attracting employees. The extent to which the coronavirus may impact our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and its variants. As a result, the Company is unable to reasonably estimate the full extent of the impact from the COVID-19 pandemic on its future business, financial conditions, and results of operations. In addition, if the Company were to experience any new impact to its operations or incur additional unanticipated costs and expenses as a result of the COVID-19 pandemic, such operational delays and unanticipated costs and expenses could further adversely impact the Company’s business, financial condition and results of operations during 2022.

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

 

Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, Ondas Networks, American Robotics, Inc. and FS Partners, and our majority owned subsidiary, FS Holding. All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements. 

 

Business Combinations

 

The Company utilized ASC 805, Business Combinations (“ASC 805”) to account for the August 5, 2021 acquisition of American Robotics (see note 5 for more details).

 

Goodwill and Intangible Assets

 

Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform goodwill impairment process.

 

Intangible assets represent patents, licenses, and allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

 

We amortize our intangible assets with a finite life on a straight-line basis, over 20 years for patents; 10 years for developed technology, 10 years for licenses, trademarks, and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements.

 

Segment Information

 

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and American Robotics as the CODM reviews financial information for these two businesses separately The Company has no inter-segment sales. 

 

Use of Estimates

 

The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.

 

F-9

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2021 and 2020, we had no cash equivalents. The Company periodically monitors its positions with, and the credit quality of the financial institutions with which it invests. Periodically, throughout the year, and as of December 31, 2021, the Company has maintained balances in excess of federally insured limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.

 

Accounts Receivable

 

Accounts receivable are stated at a gross invoice amount less an allowance for credit losses. We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness and receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information is received. We had no allowance for credit losses as of December 31, 2021 and 2020.

 

Inventory

 

Inventories, which consist solely of raw materials, work in process and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value, net of reserves for obsolete inventory. We continually analyze our slow-moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. On December 31, 2021 and 2020, such reserves were $100,254 and $0, respectively.

 

Inventory consists of the following:

 

   December 31,
2021		   December 31,
2020		 
Raw Material  $1,153,254   $911,753 
Work in Process   65,192    172,207 
Finished Goods   60,153    68,145 
Less Inventory Reserves   (100,254)   
-
 

Total Inventory, Net

  $1,178,345   $1,152,105 

 

Property and Equipment

 

All additions, including improvements to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is principally recorded using the straight-line method over the estimated useful lives of the assets. The estimated useful lives typically are (i) three to seven years for computer equipment and software, (ii) five years for vehicles and base stations, (iii) five to seven years for furniture and fixtures and test equipment, and (iv) two years for drones. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon the disposal of property, the asset and related accumulated depreciation accounts are relieved of the amounts recorded therein for such items, and any resulting gain or loss is recorded in operating expenses in the year of disposition.

 

Software

 

Costs incurred internally in researching and developing a software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products. As of December 31, 2021 and 2020, the Company had no internally developed software.

 

F-10

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Impairment of Long-Lived Assets

 

Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows is less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. The impairments of long-lived assets was $97,789 and $33,334 for the years ended December 31, 2021 and 2020, respectively.

 

Research and Development

 

Costs for research and development are expensed as incurred. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.

 

Fair Value of Financial Instruments

 

Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments.

 

We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

 

Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:

 

  Level 1 -- Unadjusted quoted prices in active markets for identical assets or liabilities.
       
  Level 2 -- Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
       
  Level 3 -- Unobservable inputs for the asset or liability.

 

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the years ended December 31, 2021 and 2020:

 

   Fair Value Measurements
Using Significant
Unobservable Inputs
(Level 3)		 
   December 31, 
   2021   2020 
         
Balance, beginning of period  $
   -
   $
   -
 
Recognition of derivative liability   
-
    (32,906)
Change in fair value of derivative liability   
-
    (37,607)
Reclassification to additional paid in capital   
-
    70,513 
Balance, end of period  $
-
   $
-
 

 

F-11

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

 

We utilized a “with-and-with-out” approach to determine the fair value of the derivative liability for the embedded antidilution conversion feature. We used an option pricing back solve method based on the closing price of the Company’s common stock to determine the implied value of the Series A Preferred both with and without the embedded antidilution conversion feature. The difference in the implied value was then multiplied by the probability the embedded antidilution conversion feature would be applicable upon conversion, as estimated by management, to determine the fair value of the embedded antidilution conversion feature as of the reporting period.

 

Derivative Liability for Embedded Conversion Features

 

The Company evaluates its financial instruments to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other bifurcated embedded derivative instruments in the convertible instrument, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense.

 

Deferred Offering Costs

 

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of equity financings, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financings be abandoned, the deferred offering costs are expensed immediately as a charge to other income (expense) in the consolidated statement of operations. For the years ended December 31, 2021 and 2020, the Company recorded reduction in additional paid-in capital of $390,032 and $929,299, respectively. For the years ended December 31, 2021 and 2020, the Company expensed offering costs of $0 and $0, respectively.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision.

 

Share-Based Compensation

 

We calculate share-based compensation expense for option awards and certain warrant issuances (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

 

F-12

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of Common Stock issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.

 

Shipping and Handling

 

We expense all shipping and handling costs as incurred. These costs are included in cost of goods sold on the accompanying consolidated financial statements.

 

Revenue Recognition

 

Development projects

 

Ondas has two business segments that generate revenue: Ondas Networks and American Robotics. Ondas Networks generates revenue from product sales, services, and development projects. American Robotics generates revenue through data subscription services and development projects.

 

Ondas Networks is engaged in the development, marketing, and sale of wireless radio systems for secure, wide area mission-critical, business-to-business networks. Ondas Networks generates revenue primarily from the sale of our FullMAX System and the delivery of related services, along with non-recurring engineering (“NRE”) development projects with certain customers.

 

American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The Scout System consists of the Scout drone and the ScoutBaseTM and is owned, installed, and maintained on the customer premises by American Robotics. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutViewTM, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates revenue from development projects for customers who are interested in customized solutions.

 

Revenue for development projects is typically recognized over time using a percentage of completion input method, whereby revenues are recorded on the basis of the Company’s estimates of satisfaction of the performance obligation based on the ratio of actual costs incurred to total estimated costs. The input method is utilized because management considers it to be the best available measure of progress as the performance obligations are completed.

 

Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of revenue and cost of revenue are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods base in the performance completed to date.

 

F-13

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of August 5, 2021, American Robotics had signed subscription agreements of varying contract lengths with customers in multiple industries including agriculture, oil and gas and materials management. Subscription revenue is recognized on straight line basis over the length of the customer subscription agreement. If a subscription payment is received prior to installation and operation of the Scout System, it is held in deferred revenue and recognized after operation commences over the length of the subscription service. American Robotics also provides customized data solutions for certain customers and receives development revenue for those services.

 

Collaboration Arrangements within the Scope of ASC 808, Collaborative Arrangements

 

The Company’s development revenue includes contracts where the Company and the customer work cooperatively to develop software and hardware applications. The Company analyzes these contracts to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. As of December 31, 2021 and 2020, the Company has not identified any contracts with its customers that meet the criteria of ASC 808.

 

Arrangements within the Scope of ASC 606, Revenue from Contracts with Customers

 

Under ASC 606, the Company recognizes revenue when the customer obtains control of promised products or services, in an amount that reflects the consideration which is expected to be received in exchange for those products or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer.

 

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised product or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available. Sales and other taxes collected on behalf of third parties are excluded from revenue. For the years ended December 31, 2021 and 2020, none of our contracts with customers included variable consideration.

 

Contracts that are modified to account for changes in contract specifications and requirements are assessed to determine if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the years ended December 31, 2021 and 2020, there were no modifications to contract specifications.

 

F-14

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Product revenue is comprised of sales of the Ondas Networks’ software defined base station and remote radios, its network management and monitoring system, and accessories. Ondas Networks’ software and hardware is sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty. Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract.

 

Service revenue is comprised of separately priced extended warranty sales, network support and maintenance, remote monitoring, as well as ancillary services directly related to the sale of the Ondas Networks’ wireless communications products including wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. The extended warranty Ondas Networks sells provides a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage. The extended warranty includes 1) factory hardware repair or replacement of the base station and remote radios, at our election, 2) software upgrades, bug fixes and new features of the radio software and network management systems (“NMS”), 3) deployment and network architecture support, and 4) technical support by phone and email. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service and extended warranty based on the stand-alone selling prices of these performance obligations, which are stated in our contracts. Revenue for the extended warranty is recognized overtime.

 

Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, a significant portion of this revenue is generated through four contracts with two customers whereby Ondas Networks is to develop such applications to interoperate within the customers infrastructure. For these contracts, Ondas Networks and the customers work cooperatively, whereby the customers’ involvement is to provide technical specifications for the product design, as well as, to review and approve the project progress at various markers based on predetermined milestones. The products developed are not able to be sold to any other customer and are based in part upon existing Ondas Networks and customer technology. Development revenue is recognized as services are provided over the life of the contract as Ondas Networks has an enforceable right to payment for services completed to date and there is no alternative use of the product.

 

If the customer contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts within our service revenues that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is then allocated to the performance obligations using the relative selling prices of each of the performance obligations in the contract.

 

Ondas Networks’ payment terms vary and range from Net 15 to Net 30 days from the date of the invoices for product and services related revenue. Ondas Networks’ payment terms for the majority of their development related revenue carry milestone related payment obligations which span the contract life. For milestone-based contracts, the customer reviews the completed milestone and once approved, makes payment pursuant to the applicable contract.

 

American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutViewTM, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates development revenue from customers who are interested in customized solutions.

 

Disaggregation of Revenue

 

The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.

 

   Years Ended December 31, 
   2021   2020 
Type of Revenue        
Product revenue  $405,570   $1,151,557 
Service and subscription revenue   96,933    62,410 
Development revenue   2,401,474    943,357 
Other revenue   2,794    6,395 
Total revenue  $2,906,771   $2,163,719 

 

Of the service and subscription revenue above, $66,617 and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.

 

F-15

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

    Years Ended December 31,  
    2021     2020  
Timing of Revenue            
Revenue recognized point in time   $ 438,413     $ 1,287,132  
Revenue recognized over time     2,468,358       876,587  
Total revenue   $ 2,906,771     $ 2,163,719  

 

Of the revenue recognized over time above, $66,617and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.

 

Contract Assets and Liabilities

 

We recognize a receivable or contract asset when we perform a service or transfer a good in advance of receiving consideration. A receivable is recorded when our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. A contract asset is recorded when our right to consideration in exchange for goods or services that we have transferred or provided to a customer is conditional on something other than the passage of time. We did not have any contract assets recorded on December 31, 2021 and 2020.

 

We recognize a contract liability when we receive consideration, or if we have the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration, or an amount of consideration is due from the customer. The table below details the activity in our contract liabilities during the years ended December 31, 2021 and 2020, and the balance at the end of each year is reported as deferred revenue in the Company’s consolidated balance sheet.

 

    Years Ended December 31,  
    2021     2020  
Balance, beginning of year   $ 165,035     $ 378,850  
Additions     2,238,137       1,053,850  
Transfer to revenue     (1,890,775 )     (1,267,665 )
Balance, end of year   $ 512,397     $ 165,035  

 

Warranty Reserve

 

For our software and hardware products, we provide a limited one-year assurance-type warranty and for our development service, we provide no warranties. The assurance-type warranty covers defects in material and workmanship only. If a software or hardware component is determined to be defective after being tested by the Company within the one-year, the Company will repair, replace or refund the price of the covered hardware and/or software to the customer (not including any shipping, handling, delivery or installation charges). We estimate, based upon a review of historical warranty claim experience, the costs that may be incurred under our warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance-type warranties and has determined that the estimated outstanding warranty obligations on December 31, 2021 and 2020 are immaterial to the Company’s financial statements.

 

Leases

 

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2021, the Company’s operating leases consisted of office space in Sunnyvale, CA (the “Gibraltar Lease”) and Marlborough, MA (the “American Robotics Lease”). For the year ended December 31, 2020, the Company had operating leases primarily consisting of two office space leases in Sunnyvale, California (the “North Pastoria Lease” and the “Gibraltar Lease”) (collectively, the “Sunnyvale Leases”). On December 31, 2020, the North Pastoria Lease expired. The Gibraltar Lease expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms.

 

F-16

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

On January 24, 2020, the Company and a third party (the “Sublessee”) entered into a Sublease agreement (the “Sublease”) on the North Pastoria Lease, wherein the Sublessee occupied the premises through December 31, 2020. The Sublessee made rent payments of approximately $9,666 and management fee payments of approximately $457 per month beginning February 1, 2020, and a one-time security deposit of $19,332. Sublease rental income for the period from February 1 through December 31, 2020 was $111,349. On December 31, 2020, $10,122 of the security deposit was applied to the December 2020 amount due and the balance was refunded on January 19, 2021.

 

On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with the owner and landlord (the “2021 Gibraltar Lease”), wherein the base rate is $45,000 per month, with a security deposit in the amount of $90,000.

 

On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space to approximately 10,450 square feet. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022. These facilities also serve as Ondas corporate headquarters.

 

We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of the lease payments. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying assets. We have elected not to separate lease and non-lease components for any class of underlying asset.

 

Lease Costs

 

   Years ended December 31, 
   2021   2020 
Components of total lease costs:        
Operating lease expense  $522,012   $325,839 
Short-term lease costs (1)   45,498    7,650 
Sublease rental income   
-
    (111,349)
Total lease costs  $567,510   $222,140 

 

(1)Represents short-term leases which are immaterial.

 

Lease Positions as of December 31, 2021 and 2020

 

ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:

 

    December 31,  
    2021     2020  
Assets:            
Operating lease assets   $ 836,025     $ 51,065  
Total lease assets   $ 836,025     $ 51,065  
                 
Liabilities:                
Operating lease liabilities, current   $ 550,525     $ 56,168  
Operating lease liabilities, net of current     241,677      
-
  
Total lease liabilities   $ 792,202     $ 56,168  

 

F-17

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Other Leases Information

 

   Years ended
December 31,		 
   2021   2020 
Operating cash flows for operating leases  $525,938   $531,166 
           
Weighted average remaining lease term (in years)- operating lease   1.48    0.2 
Weighted average discount rate – operating lease   10.93%   14%

 

Undiscounted Leases Cash Flows

 

Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2021, as follows:

 

Years ending December 31,    
2022  $603,003 
2023  246,242 
2024  9,338 
Total future minimum lease payments  $858,583 
Lease imputed interest  (66,381)
Total  $792,202 

 

Net Loss Per Common Share

 

Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each period. Diluted net loss per share is the same as basic net loss per share since the Company has net losses for each period presented.

 

The following potentially dilutive securities for the years ended December 31, 2021 and 2020 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

 

   Years Ended
December 31,		 
   2021   2020 
Warrants to purchase common stock   3,258,961    1,832,910 
Options to purchase common stock   687,448    568,006 
Restricted stock units   518,750    501,160 
Total potentially dilutive securities   4,465,159    2,902,076 

 

F-18

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Concentrations of Credit Risk

 

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.

 

Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintains an allowance for credit losses.

 

Concentration of Customers

 

The table below sets forth the Company’s customers that accounted for greater than 10% of its revenues for the years ended December 31, 2021 and 2020, respectively:

 

   Years Ended
December 31,		 
Customer  2021   2020 
A   41%   47%
B   55%   46%

 

Customers A and B accounted for 54% and 36% of the Company’s accounts receivable balance as of December 31, 2021, respectively.

 

Customer B accounted for 14% of the Company’s accounts receivable balance, while 86% was held by customers with less than 5% of the Company’s revenue for the year ended December 31, 2020.

 

Recently Adopted Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period tax allocation and calculating income taxes in interim periods. ASU 2019-12 is applicable to all entities subject to income taxes. ASU 2019-12 provides guidance to minimize complexity in certain areas by introducing a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and guides whether to relate a step-up tax basis to a business combination or separate transaction. ASU 2019-12 changes the current guidance of making an intraperiod allocation, determining when a tax liability is recognized after a foreign entity investor transition to or from equity method of accounting, accounting for tax law changes and year-to-date losses in interim periods, and determining how to apply income tax guidance to franchise taxes. The amendments from ASU 2019-12 are effective for all public business entities for fiscal years beginning after December 15, 2020 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2021 and for interim periods beginning after December 15, 2022. Early adoption was permitted. The adoption of this pronouncement during the year ended December 31, 2021 had no impact on our accompanying consolidated financial statements.

 

F-19

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Recently Issued Accounting Pronouncements

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The new guidance creates an exception to the general recognition and measurement principles of ASC 805, Business Combinations. The new guidance should be applied prospectively and is effective for all public business entities for fiscal years beginning after December 15, 2022 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of ASU No. 2021-08 on its consolidated financial statements.

 

In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of January 1, 2024.

 

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models previously used under U.S. generally accepted accounting principles, which generally require that a loss be incurred before it is recognized. The new standard also applies to financial assets arising from revenue transactions such as contract assets and accounts receivables. For public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effects of the adoption of ASU No. 2016-13 on its consolidated financial statements. 

 

Reclassification

 

Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.

 

F-20

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – OTHER CURRENT ASSETS

 

Other current assets consist of the following:

 

   Years Ended
December 31,		 
   2021   2020 
Prepaid insurance  $1,026,212   $623,627 
Other prepaid expenses   423,398    5,403 
Total other current assets  $1,449,610   $629,030 

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

   Years Ended
December 31,		 
   2021   2020 
         
Vehicles  $149,916   $149,916 
Computer equipment   183,869    112,615 
Furniture and fixtures   141,053    94,053 
Software   88,284    61,287 
Leasehold improvements   37,401    28,247 
Development equipment   56,275    25,395 
Base stations   117,850    
-
 
Drones   54,969    
-
 
Construction in progress   627,044    
-
 
    1,456,661    471,513 
Less: accumulated depreciation   (424,662)   (308,429)
Total property and equipment  $1,031,999   $163,084 

 

Depreciation expense for the years ended December 31, 2021 and 2020 was $116,231 and $97,759, respectively. During 2020, fully depreciated assets totaling $36,367 were written off.

 

NOTE 5 – GOODWILL AND BUSINESS ACQUISITION

 

We account for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). The excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill. On May 17, 2021, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Drone Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Drone Merger Sub II Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub II”), American Robotics, and Reese Mozer, solely in his capacity as the representative of American Robotics’ Stockholders (as defined in the Agreement).

 

On August 5, 2021 (the “Closing Date”), the Company’s stockholders approved the issuance of shares of the Company’s common stock, including shares of common stock underlying Warrants (as defined below), in connection with the acquisition of American Robotics.

 

F-21

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

On the Closing Date, American Robotics merged with and into Merger Sub I (“Merger I”), with American Robotics continuing as the surviving entity, and American Robotics then subsequently and immediately merged with and into Merger Sub II (“Merger II” and, together with Merger I, the “Mergers”), with Merger Sub II continuing as the surviving entity and as a direct wholly owned subsidiary of the Company. Simultaneously with Merger II, Merger Sub II was renamed American Robotics, Inc.

 

Pursuant to the Agreement, American Robotics stockholders and certain service providers received (i) cash consideration in an amount equal to $7,500,000, less certain indebtedness, transaction expenses and other expense amounts as described in the Agreement; (ii) 6,750,000 shares of the Company’s common stock (inclusive of 26 fractional shares paid in cash as set forth in the Agreement); (iii) warrants exercisable for 1,875,000 shares of the Company’s common stock (the “Warrants”) (inclusive of 24 fractional shares paid in cash and the equivalent of Warrants for 309,320 shares representing the value of options exercisable for 211,038 shares issued under the Company’s incentive stock plan and reducing the aggregate amount of Warrants as set forth in the Agreement); and (iv) the cash release from the PPP Loan Escrow Amount (as defined in the Agreement). Each of the Warrants entitle the holder to purchase a number of shares of the Company’s common stock at an exercise price of $7.89. Each of the Warrants shall be exercisable in three equal annual instalments commencing on the one-year anniversary of the Closing Date and shall have a term of ten years. 59,544 of the stock options were issued fully vested to employees who did not exercise their American Robotics options prior to the Closing Date and had no ongoing service requirements and therefore they were included in the purchase consideration. The remaining 151,494 stock options issued vest over four years and are contingent on ongoing employment by the employee and are recorded as compensation expense over the service period.

    

During the year ended December 31, 2021, the Company incurred approximately $1,644,000 in transaction costs for professional fees and expenses, which are included in General and administration operating expenses on the Consolidated Statements of Operations.

 

Also on the Closing Date, the Company entered into employment agreements and issued 1,375,000 restricted stock units (“RSUs”) under the Company’s incentive stock plan to key members of American Robotics’ management. These RSUs vest in equal installments on the next three anniversaries of the Closing Date and vesting is contingent on the individuals remaining employed by the Company. These RSUs are not included in purchase consideration and are expensed ratably over the service period. They were valued at the closing market price on the Closing Date. The compensation expense recognized in 2021 in respect of these restricted stock units was $1,452,385, and as of December 31, 2021 the unrecognized compensation expense was $9,244,115.

 

Lock-Up and Registration Rights Agreement

 

On May 17, 2021, the Company entered into a lock-up and registration rights agreement, by and among the Company and the directors and officers of American Robotics (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement (i) the Company agreed to file a resale registration statement for the Registrable Securities (as defined in the Registration Rights Agreement) no later than 90 days following the closing of the Mergers, and to use commercially reasonable efforts to cause it to become effective as promptly as practicable following such filing, (ii) the directors and officers and other American Robotics stockholders who sign a joinder to such agreement were granted certain piggyback registration rights with respect to registration statements filed subsequent to the closing of the Mergers, and (iii) the directors and officers of American Robotics agreed, subject to certain customary exceptions, not to sell, transfer or dispose of an aggregate of 2,583,826 shares of Company common stock for a period of 180 days from the closing of the Mergers. In connection with the Mergers, the stockholders of American Robotics entered into a Joinder to Lock-Up and Registration Rights Agreement.

 

The following table summarizes the consideration paid for American Robotics and the final allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.

 

Consideration:

 

Fair value of total consideration transferred  $69,311,577 
Fair value of assets acquired:     
Cash  $920,011 
Other current assets   148,043 
Property and equipment   61,430 
Intangible assets   26,180,000 
Right of use asset   463,252 
Other long-term assets   87,217 
Total assets acquired   27,859,953 
Fair value of liabilities assumed:     
Accounts payable   129,541 
Deferred revenue   32,992 
Accrued payroll and rent   42,617 
Lease liabilities   447,827 
Deferred tax liability   2,921,982 
Total liabilities assumed   3,574,959 
Total net assets acquired   24,284,994 
Goodwill   45,026,583 
Total  $69,311,577 

 

F-22

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Our results for the year ended December 31, 2021 include results from American Robotics between August 6, 2021 and December 31, 2021. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of American Robotics had occurred on January 1, 2020. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2020 or what the Company’s operating results will be in future periods.

 

   (Unaudited) 
   Years Ended 
   December 31, 
   2021   2020 
Revenue, net  $2,967,591   $1,977,698 
Net loss  $(23,974,346)  $(19,090,387)
Basic Earnings Per Share  $(0.56)  $(0.46)
Diluted Earnings Per Share  $(0.56)  $(0.46)

 

The intangible assets acquired include the trademarks, FAA waiver, developed technology, non-compete agreements, and customer relationships (see note 6). The deferred tax liability represents the tax effected timing differences relating to the acquired intangible assets to the extent they are not offset by acquired deferred tax assets.

 

The final allocation of purchase price has changed from the preliminary allocation because of changes in the valuation of intangibles and the 382 analysis of American Robotics net loss operating carryforwards. The resulting changes were a reduction in intangibles assets of $21,080,00, a reduction in the deferred tax liability of $9,818,238 and net other changes of $3,838 resulting in an increase in goodwill of $11,245,618.

 

The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. No portion of the goodwill is deductible for tax purposes.

 

We acquired American Robotics in order to broaden the industrial data solutions Ondas is able to provide to customers. The drone is the ultimate data gathering device at the edge of field area operations and American Robotics’ Scout System is a world class drone platform. We believe that combining the technical and industry expertise of Ondas Networks and American Robotics will be highly valued by our customers.

 

NOTE 6 – INTANGIBLE ASSETS

 

The components of intangible assets, all of which are finite lived, were as follows:

 

    December 31, 2021     December 31, 2020        
    Gross
Carrying
Amount		     Accumulated
Amortization		     Net
Carrying
Amount		     Gross
Carrying
Amount		     Accumulated
Amortization		     Net  Carrying Amount     Useful
Life		  
                                           
Patents   $ 75,266     $ (13,077 )   $ 62,189     $ 25,598     $ (3,809 )   $ 21,789       10  
Patents in process     89,767      
-
       89,767       133,112      
-
       133,112      
N/A
 
Licenses     241,909       (41,471 )     200,438       241,909       (17,280 )     224,629       10  
Trademarks     3,230,000       (130,242 )     3,099,758      
-
      
-
      
-
       10  
FAA waiver     5,930,000       (239,113 )     5,690,887      
-
      
-
      
-
       10  
Developed technology     16,120,000       (650,000 )     15,470,000      
-
      
-
      
-
       10  
Non-compete agreements     840,000       (338,710 )     501,290      
-
      
-
      
-
       1  
Customer relationships     60,000       (4,839 )     55,161      
-
      
-
      
-
       5  
    $ 26,586,942     $ (1,417,452 )   $ 25,169,489     $ 400,619     $ (21,089 )   $ 379,530          

 

Amortization expense for years ended December 31, 2021 and 2020 was $1,396,364 and $19,840, respectively.

 

We recognized losses on intellectual property of $97,789 and $33,334 due to expiration of patent applications for the years ended December 31, 2021 and 2020, respectively.

 

Estimated amortization expense for the next five years for the intangible costs currently being amortized is as follows:

 

Year Ending December 31,   Estimated
Amortization		  
2022   $ 2,072,570  
2023   $ 2,571,280  
2024   $ 2,571,003  
2025   $ 2,571,003  
2026   $ 2,566,164  

F-23

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7 – LONG-TERM EQUITY INVESTMENT

 

On October 5, 2021, Ondas Holdings irrevocably subscribed and agreed to purchase 3,141,098 shares of Series A-1 Preferred Stock of Dynam.AI, Inc. (“Dynam”), a tech-enabled services provider for critical or complex artificial intelligence and machine learning projects, par value $0.00001 for the aggregate price of $500,000 representing subscription price of $0.15918 per share by way of a non-brokered private placement for approximately 11% ownership in Dynam. In addition to the equity investment, Ondas Holdings’ wholly owned subsidiary, American Robotics, Inc., entered into a development, services and marketing agreement with Dynam.AI on October 1, 2021. The agreement allows American Robotics to expand and enhance its IP library and analytics capabilities with artificial intelligence using physics-based algorithms and allows Dynam to further the development of Vizlab™, Dynam’s proprietary AI/ML platform, an advanced developer toolkit for data scientists.

 

This long-term equity investment consists of an equity investment in a private company through preferred shares, which are not considered in-substance common stock, that is accounted for at cost, with adjustments for observable changes in prices or impairments, and is classified as long-term equity investment on our consolidated balance sheets with adjustments recognized in other (expense) income, net on our consolidated statements of operations. The Company has determined that the equity investment does not have a readily determinable fair value and elected the measurement alternative. Therefore, the equity investment’s carrying amount will be adjusted to fair value at the time of the next observable price change for the identical or similar investment of the same issuer or when an impairment is recognized. Each reporting period, the Company performs a qualitative assessment to evaluate whether the investment is impaired. The assessment includes a review of recent operating results and trends, recent sales/acquisitions of the investee securities, and other publicly available data. If the investment is impaired, the Company writes it down to its estimated fair value. As of December 31, 2021 and 2020 the long-term equity investment had a carrying value of $500,000 and $0, respectively. 

 

Our CEO Eric Brock is a director of Dynam.

 

NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consist of the following:

 

   Years Ended
December 31,		 
   2021   2020 
Accrued payroll and other benefits  $269,725   $2,125,981 
D&O insurance financing payable   719,313    479,712 
Accrued interest   
-
    44,579 
Accrued professional fees   117,008    115,000 
Other accrued expenses   43,861    67,508 
Total accrued expenses and other current liabilities $ 1,149,907 $ 2,832,780

 

NOTE 9 – SECURED PROMISSORY NOTES

 

Steward Capital Holdings LP

 

On March 9, 2018, we entered into a loan and security agreement (the “Agreement”) with Steward Capital Holdings LP (the “Steward Capital”) wherein Steward Capital made available to us a loan in the aggregate principal amount of up to $10,000,000 (the “Loan”). On March 9, 2018, the Company and Steward Capital, pursuant to the Agreement, entered into a Secured Term Promissory Note for $5,000,000, having a maturity date of September 9, 2019 (“Tranche A”). The Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%. The Agreement also included payments of $25,000 in loan commitment fees and $100,000 (1%) of the funding in loan facility charges. The loan commitment fees and $50,000 in loan facility charges associated with Tranche A were recorded as debt discount and amortized over the life of the Loan. There was also an end of term charge of $250,000. The end of term charge was being recorded as accreted costs over the term of the Loan. The Note was secured by substantially all of the assets of the Company.

 

On October 9, 2018, the Company and Steward Capital, pursuant to the Agreement, entered into a second Secured Term Promissory Note for $5,000,000 having a maturity date of April 9, 2020 (the “Second Note”) to complete the Agreement for $10,000,000. The Second Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%. Pursuant to the terms of the Agreement, the Company was required to pay a $50,000 loan facility charge.

 

F-24

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

On June 18, 2019, the Company and Steward Capital entered into a letter of agreement to amend the Agreement (the “First Amendment”) to (i) extend and amend the maturity date, as defined in Section 1.1 of the Agreement, to read in its entirety “means September 9, 2020” (the “Maturity Date”); (ii) waive the repayment requirement to Steward Capital under Section 2.3 of the Agreement, in connection with the then proposed public offering of the Company as described in the Company’s Registration Statement on Form S-1, as amended, originally filed on April 12, 2019, and (iii) waive the restriction by Steward Capital on the prepayment of Indebtedness under Section 7.4 of the Agreement. In connection with the waivers, extension and amendment, the Company agreed to pay to Steward Capital, upon the earlier of (a) the completion of the public offering as set forth in Section 2.3 of the Agreement and (b) ten (10) days following the Company’s receipt of Steward’s written demand therefor, a fee equal to three percent (3%) of the current outstanding principal balance of the Loan (as defined in the Agreement), neither of which have occurred at the time of this filing. The Company concluded that the modifications created by the First Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring. As the difference between the effective interest rate method and the straight-line method was deemed immaterial, the Company continued to amortize the deferred loan costs using the straight-line method over the remaining term of the Loan.

 

On October 28, 2019, the Company and Steward Capital entered into a letter of agreement to amend the Agreement, as amended (the “Second Amendment”) wherein the parties agreed to (i) extend and amend the due date for all accrued and unpaid interest starting September 2, 2019 to the Maturity Date and (ii) extend and amend the due date for the 3% fee payable to Steward Capital in connection with the First Amendment and waiver dated June 2019 to be payable on the Maturity Date. In connection with the extensions and amendments, the Company issued Steward Capital 120,000 shares of the Company’s common stock valued at $300,000 on December 15, 2019. The value was recorded as debt discount and amortized over the life of the Loan. The Company concluded that the modifications created by the Second Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring. As the difference between the effective interest rate method and the straight-line method was deemed immaterial, the Company continued to amortize the deferred loan costs using the straight-line method over the remaining term of the Loan.

 

The Agreement also contained covenants which included certain restrictions with respect to subsequent indebtedness, liens, loans and investments, asset sales and share repurchases and other restricted payments, subject to certain exceptions. The Agreement also contained financial reporting obligations. An event of default under the Agreement included, but was not limited to, breach of covenants, insolvency, and occurrence of any default under any agreement or obligation of the Company. In addition, the Agreement contained a customary material adverse effect clause which stated that in the event of a material adverse effect, an event of default would occur, and the lender had the option to accelerate and demand payment of all or any part of the loan. A material adverse effect was defined in the Agreement as a material change in our business, operations, properties, assets or financial condition or a material impairment of its ability to perform all obligations under its Agreement.

 

On September 4, 2020, the Company and Steward Capital entered into the Second Amendment to the Loan and Security Agreement (the “Second Amendment”) to (i) extend the Maturity Date to September 9, 2021 (the “Extended Maturity Date”) and agree to convert all accrued interest into the note, resulting in a new principal balance of $11,254,236, (ii) make all accrued and unpaid interest from September 9, 2020 through the date of maturity due on the Extended Maturity Date, (iii) on or before October 1, 2020, Company were to issue 40,000 shares of Company’s stock to Steward valued at $9.75 per share, or total of $390,000 (issued on September 30, 2020) and (iv) make the fee of 3% of the outstanding principal balance of the loan, or $300,000 (as defined in the First Amendment) due at the updated maturity date of September 9, 2021. The Company concluded that the modifications created by the Second Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring.

 

On April 14, 2021, the Company requested Steward Capital’s waiver of Section 7 (Covenants of Borrower), in connection with the acquisition of American Robotics, Inc (“American Robotics”). In connection with the waiver, the Company agreed to, upon consummation of the proposed acquisition, pay Steward Capital an additional $280,000, and upon the consummation of the proposed acquisition, Steward and the Company would amend the Agreement to modify the defined term “collateral” to include the intellectual property of American Robotics; however, the Company made a final payment to Steward Capital before closing of the acquisition.

 

On December 9, 2020, the Company made a $5,000,000 payment to Steward Capital, applying $4,679,958 to principal and $320,042 to accrued interest. On December 31, 2020, the principal balance was $7,003,568, net of debt discount of $120,711 and accreted cost of $550,000. On June 25, 2021, the Company made a final payment of $7,044,750 to Steward Capital, applying $6,574,278 to principal, $404,729 in interest and other fees, and $65,743 in early payment penalties. The agreement was terminated on July 1, 2021. On December 31, 2021 and 2020, accrued interest was $0 and $44,579, respectively, and was included in accrued expenses and other current liabilities in the balance sheet in the accompanying consolidated financial statements. Interest expense for the years ended December 31, 2021 and 2020 was $426,448 and $1,181,288, respectively.

 

F-25

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 10 – LONG-TERM NOTES PAYABLE

 

Convertible Promissory Notes

 

On September 14, 2017, the Company and an individual entered into a convertible promissory note with unilateral conversion preferences by the individual (the “Convertible Promissory Note”). On July 11, 2018, the Company’s Board approved certain changes to the Convertible Promissory Note wherein the conversion feature was changed from unilateral to mutual between the individual and the Company. 

 

The Company may at any time on or after a qualified public offering convert any unpaid repayment at the IPO conversion price. The conversion price is the lesser of the (i) price per share of Common Stock sold in the Qualified Public Offering, discounted by 20%, and (ii) the price per share of Common Stock based on a pre-money Company valuation of $50 million on a Fully Diluted Basis.

 

On both December 31, 2021 and 2020, the total outstanding balance of the convertible promissory note (the “Note”) was $300,000. The maturity date of the Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid. Accrued interest on December 31, 2021 and 2020 was $40,152 and $36,329, respectively. Interest expense for both years ended December 31, 2021 and 2020 was $15,000.

 

On September 27, 2019, the holder of the Note was granted a warrant to purchase 46,893 shares of common stock of the Company. The fair value of this warrant was recorded as financing costs in the accompanying consolidated financial statements.

 

Paycheck Protection Program Loan

 

On May 4, 2020, the Company applied for a loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the “SBA”). The loan, in the principal amount of $666,091 (the “PPP Loan”), was disbursed by Wells Fargo Bank, National Association (“Lender”) on May 6, 2020, pursuant to a Paycheck Protection Program Promissory Note and Agreement (the “Note and Agreement”).

 

The program was later amended by the Paycheck Protection Flexibility Act of 2020 whereby debtors were granted a minimum maturity date of the five-year anniversary of the funding date and a deferral of ten months from the end of the covered period. The PPP Loan bore interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), were to commence after the sixteen-month anniversary of the funding date. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Note and Agreement provided for customary events of default, including those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company could prepay the principal of the PPP Loan at any time without incurring any prepayment charges.

 

All or a portion of the PPP Loan could be forgiven by the SBA upon application to the Lender by the Company within 10 months after the last day of the covered period. The Lender would have 90 days to review borrower’s forgiveness application and the SBA had an additional 60 days to review the Lender’s decision as to whether the borrower’s loan could be forgiven. Under the CARES Act, loan forgiveness was available for the sum of documented payroll costs, covered rent payments, and covered utilities, and certain covered mortgage interest payments during the twenty-four-week period beginning on the date of the first disbursement of the PPP Loan. For purposes of the CARES Act, payroll costs excluded compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount could be for non-payroll costs. Forgiveness was reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually were reduced by more than 25%. On May 4, 2021, the Company submitted an application to the lender with supporting detail requesting forgiveness of the loan. On May 26, 2021, the Company received full forgiveness for both the principal and accrued interest, which is included in other income on the Company’s accompanying consolidated statements of operations.

 

NOTE 11 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

On December 31, 2021, the Company had 116,666,667 shares of common stock, par value $0.0001 (the “Common Stock”), authorized for issuance, of which 40,990,604 shares of our Common Stock were issued and outstanding.

 

F-26

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Preferred Stock

 

On December 31, 2021, the Company had 10,000,000 shares of preferred stock, par value $0.0001, authorized, of which 5,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”) and 5,000,000 shares are non-designated (“blank check”) shares. As of December 31, 2021 and December 31, 2020, the Company had no preferred stock outstanding.

 

The Company evaluated its Series A Preferred to determine if those instruments or embedded components of those instruments qualify as derivatives to be accounted for separately. The Preferred Shares include an embedded contingent automatic conversion option which is bifurcated from the Preferred Shares and recorded separately as a derivative liability, creating a discount to the Preferred Shares. The fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded as other income (expense) in the Company’s accompanying consolidated statement of operations. The discount arising from the identification of the embedded conversion feature will not be accreted or amortized as the Series A Preferred has been classified in equity.

 

Series A Preferred Stock

 

On August 14, 2020, the Company filed a Certificate of Designation with the State of Nevada to designate 5,000,000 shares of the Company’s preferred stock as Series A Preferred. Shares of Series A Preferred rank pari passu with the Company’s common stock, except that holders of Series A Preferred shall have certain liquidation preferences as set forth in the Certificate of Designation and the holders of the Series A Preferred are not entitled to vote on any matters presented to the stockholder of the Company. The Certificate of Designation became effective in August 2020.

 

The Series A Preferred is convertible at a holder’s election any time beginning nine months from the 2020 Closing into shares of the Company’s common stock at an initial conversion price equal to the Purchase Price, subject to certain adjustments described below, so that, initially, each share of Series A Preferred shall be convertible into one (1) share of the Company’s common stock. Also, the Series A Preferred will be automatically converted into the Company’s common stock (a “Mandatory Conversion”), at the then applicable conversion price, in the event of an equity offering of shares of the Company’s common stock resulting in the Company uplisting to a national securities exchange (provided that if the per share offering price in such offering is less than the then applicable conversion price for the Series A Preferred, the Series A Preferred will automatically convert based on the offering price in such offering).

 

In the event of any stock split, stock dividend, or stock combination, the number of shares deliverable and the conversion price of the Series A Preferred will be appropriately adjusted. In the event a Mandatory Conversion is triggered, if the offering price on the date such Mandatory Conversion is triggered is less than a 25% premium to $6.00, the Company will issue additional shares of the Company’s common stock for each outstanding share of Series A Preferred to ensure the effective conversion price equals a 25% discount to $6.00.

 

Also, for a period of one year from the date of the Purchase Agreements, if the Company undertakes an underwritten public equity offering, the holders of Series A Preferred will enter into a lock-up agreement with respect to the sale of the Series A Preferred and the Company’s common stock underlying such Series A Preferred as may be reasonably requested by the Company or the Company’s underwriter for such public equity offering.

 

On August 14, 2020, the Company entered into securities purchase agreements (the “2020 Purchase Agreements”) with certain purchasers (the “2020 Investors”), which provided for the sale of an aggregate of $4,435,000 ($4,483,749 after payment of offering expenses) and the exchange for debt of $265,779 of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”) at a purchase price of $2.00 per share (the “Purchase Price”) (the “Offering”). On August 14, 2020 and August 27, 2020, pursuant to the 2020 Purchase Agreements, the Company issued an aggregate of 2,350,390 shares of Series A Preferred to the 2020 Investors (collectively the “2020 Closing”). In connection with the 2020 Closing, Eric Brock, the Company’s Chief Executive Officer purchased 157,500 shares of Series A Preferred.

 

F-27

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

On December 8, 2020, the Company’s outstanding 2,350,390 shares of Series A Convertible Preferred Stock mandatorily converted into an aggregate of 979,361 shares of Common Stock, which includes an aggregate of 195,881 shares of Common Stock in connection with the 25% premium discussed above. Additionally, the Company issued an aggregate of 15,093 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock. The shares of Common Stock issued in connection with the offering and the conversion were issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act, for securities exchanged by the Company and existing security holders where no commission or other remuneration is paid or given directly or indirectly by the Company for soliciting such exchange, and the shares of Common Stock issued in lieu of declaring a dividend were issued in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder in a transaction not involving a public offering.

 

Reverse Stock Split

 

On November 3, 2020, the Board of Directors of the Company approved a one-for-three reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”).

 

On November 12, 2020, Company filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split. The Reverse Stock Split became effective at 5:31 p.m., Eastern Time, on November 13, 2020. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would result from the Reverse Stock Split will be rounded up to the nearest whole share. Following the Reverse Stock Split, the Company has 116,666,667 shares of Common Stock authorized. On November 16, 2020, the Company’s Common Stock began trading on the OTCQB on a split-adjusted basis under the current trading symbol “ONDS” and the new CUSIP number 68236H 204.

 

Form S-3

 

On January 29, 2021, the Company filed a shelf Registration Statement on Form S-3 for up to $150,000,000 with the SEC (the “Form S-3”) for shares of its Common Stock; shares of its preferred stock, which the Company may issue in one or more series or classes; debt securities, which the company may issue in one or more series; warrants to purchase its Common Stock, preferred stock or debt securities; and units. The Form S-3 was declared effective by the SEC on February 5, 2021.

 

2021 Public Offering

 

On June 8, 2021, the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Oppenheimer & Co. Inc., acting as the representative for the underwriters identified therein (the “Underwriters”), relating to the Company’s public offering (the “2021 Public Offering”) of 6,400,000 shares (the “2021 Firm Shares”) of the Company’s Common Stock. Pursuant to the 2021 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 960,000 shares of Common Stock (the “2021 Option Shares,” and together with the 2021 Firm Shares, the “2021 Shares”) to cover over-allotments.

 

The Underwriters agreed to purchase the 2021 Firm Shares from the Company with the option to purchase the 2021 Option Shares at a price of $6.51 per share. The 2021 Shares were offered, issued, and sold pursuant to the Form S-3 and accompanying prospectus filed with the SEC under the Securities Act.

 

On June 11, 2021, pursuant to the 2021 Public Offering, the Company issued 7,360,000 shares of Common Stock (2021 Firm Shares and 2021 Option Shares) at a public price of $7.00 for net proceeds to the Company of $47,523,569 after deducting the underwriting discount and offering fees and expenses payable by the Company.

 

F-28

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The Underwriting Agreement included customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the 2021 Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement and were subject to limitations agreed upon by the contracting parties.

 

The table below details the net proceeds of the 2021 Public Offering.

 

Gross Proceeds:    
Initial Closing  $44,800,000 
Over-allotment Closing   6,720,000 
    51,520,000 
Offering Costs:     
Underwriting discounts and commissions   (3,806,400)
Other offering costs   (190,031)
Net Proceeds  $47,523,569 

 

The Company will use the net proceeds of the 2021 Public Offering for working capital and general corporate purposes, which includes further technology development, increased spending on marketing and advertising and capital expenditures necessary to grow the Ondas Holdings business.

 

2020 Public Offering

 

On October 26, 2020, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Form S-1”) for a public offering of its common stock, which was declared effective by the SEC on December 3, 2020.

 

On December 3, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Underwriters, relating to the Company’s public offering (the ”2020 Public Offering”) of 5,000,000 shares (the “2020 Firm Shares”) of the Company’s Common Stock, par value $0.0001 per share. Pursuant to the 2020 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of Common Stock (the “2020 Option Shares,” and together with the 2020 Firm Shares, the “2020 Shares”) to cover over-allotments.

 

The Underwriters agreed to purchase the 2020 Firm Shares from the Company with the option to purchase the 2020 Option Shares at a price of $5.58 per share. The 2020 Shares were offered, issued, and sold pursuant to the Form S-1 and accompanying prospectus filed with the SEC under the Securities Act.

 

On December 8, 2020, the Company issued the 2020 Firm Shares and closed the 2020 Public Offering at a public price of $6.00 per share for net proceeds to the Company of approximately $26,762,000 after deducting the underwriting discount and offering fees and expenses payable by the Company. In connection with the 2020 Public Offering, on December 4, 2020, the Common Stock uplisted from the OTCQB and began trading on The NASDAQ Capital Market under the symbol “ONDS”.

 

The 2020 Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the 2020 Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement and were subject to limitations agreed upon by the contracting parties.

 

On December 16, 2020, the Underwriters exercised in full and closed on their over-allotment option to purchase an additional 750,000 shares of Common Stock from the Company. In connection with the over-allotment option, the Company received approximately $4,200,000 in additional net proceeds.

 

F-29

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The table below details the net proceeds of the 2020 Public Offering.

 

Gross Proceeds:    
Initial Closing  $30,000,000 
Over-allotment Closing   4,500,000 
    34,500,000 
Offering Costs:     
Underwriting discounts and commissions   (2,415,000)
Other offering costs   (831,003)
Net Proceeds  $31,253,997 

 

The Company used the net proceeds of the 2020 Public Offering for working capital and general corporate purposes, which included further technology development, increased spending on marketing and advertising and capital expenditures necessary to grow the Ondas Holdings business.

 

Stock Issued for Debt Extension

 

On September 9, 2020, the Company issued 120,000 shares of its common stock to Steward Capital in conjunction with an amendment to loan and security agreement (See NOTE 9 for further details).

 

Warrants to Purchase Common Stock

 

We use the Black-Scholes-Merton option model (the “Black-Scholes Model”) to determine the fair value of warrants to purchase Common Stock of the Company (“Warrants”). The Black-Scholes Model is an acceptable model in accordance with the GAAP. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant.

 

The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available over a period equal to the expected life of the awards. We used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price.

 

Warrants Granted During 2021

 

As of December 31, 2021, we had Warrants outstanding to purchase an aggregate of 3,305,854 shares of Common Stock with a weighted-average contractual remaining life of approximately 5.24 years, and exercise prices ranging from $0.03 to $9.75 per share, resulting in a weighted average exercise price of $8.53 per share.

 

On August 8, 2021 the Company issued warrants to purchase an aggregate of 1,565,656 shares of Common Stock with an exercise price of $7.89 per share as consideration in the acquisition of American Robotics. These warrants vest in three equal installments on the next three anniversaries of their issuance.

 

Warrants Granted During 2020

 

As of December 31, 2020, we had Warrants outstanding to purchase an aggregate of 1,879,803 shares of Common Stock with a weighted-average contractual remaining life of approximately 2.2 years, and exercise prices ranging from $0.03 to $9.75 per share, resulting in a weighted average exercise price of $9.16 per share.

 

F-30

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

On May 6, 2020, the Company’s Board granted (i) an aggregate of 47,917 Warrants with an exercise price of $7.50 per share and a grant date fair value of $1.00 per share, and (ii) an aggregate of 9,793 Warrants with an exercise price of $6.39 per share and a grant date fair value of $1.71 per share.

 

On May 6, 2020, the Company also granted an aggregate of 231,543 Warrants with an exercise price of $7.50 per share and a grant date fair value ranging from $1.40 to $2.37 per share to certain former employees in exchange for 231,543 stock options to purchase Common Stock of the Company. The Company did not recognize any incremental compensation as a result of the exchange.

 

The 289,253 warrants above, were granted to certain individuals for prior service to the Company. The Warrants are fully vested and have a term of five years. The Warrants were granted, and the shares of Common Stock underlying the Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933. The assumptions used in the Black-Scholes Model are set forth in the table below.

 

The assumptions used in the Black-Scholes Model are set forth in the table below.

 

   2021   2020 
Stock price  $7.78   $6.00 
Risk-free interest rate   1.23%   0.24%
Volatility   46.91%   45.17%
Expected life in years   10    3 
Dividend yield   0.00%   0.00%

 

During the year ended December 31, 2021, certain warrant holders exercised their right to purchase an aggregate of 139,605 shares of the Company’s Common Stock at an exercise price of $9.75 totaling $1,361,149, all of which was received by the Company as of December 31, 2021. No warrant holders exercised their rights during the year ended December 31, 2020.

 

A summary of our Warrants activity and related information follows:

 

           Weighted 
       Weighted   Average 
   Number of   Average   Remaining 
   Shares Under   Exercise   Contractual 
   Warrant   Price   Life 
Balance on December 31, 2020   1,879,803   $9.16    2.2 
Issued   1,565,656   $7.89    4.5 
Exercised   (139,605)  $9.75      
Expired   
-
    
-
      
Canceled   
-
    
-
      
Balance on December 31, 2021   3,305,854   $8.53    5.2 

 

Equity Incentive Plan

 

In 2018, our stockholders adopted the 2018 Equity Incentive Plan (the “2018 Plan”) pursuant to which 3,333,334 shares of our Common Stock has been reserved for issuance to employees, including officers, directors and consultants. The 2018 Plan shall be administered by the Board, provided however, that the Board may delegate such administration to the compensation committee (the “Committee”). Subject to the provisions of the 2018 Plan, the Board and/or the Committee shall have authority to grant, in its discretion, incentive stock options, or non-statutory options, stock awards or restricted stock purchase offers (“Equity Awards”).

 

F-31

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

At the 2021 Annual Meeting of Stockholders of the Company held on November 5, 2021, stockholders of the Company approved, among other matters, the Ondas Holdings Inc. 2021 Stock Incentive Plan (the “Plan”). The Compensation Committee of the Board of Directors of the Company adopted the Plan on September 30, 2021, subject to stockholder approval. The purpose of the Plan is to enable the Company to attract, retain, reward, and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum efforts for the growth and success of the Company, so as to strengthen the mutuality of the interests between the eligible individuals and the shareholders of the Company. The Plan provides for the issuance of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. The Plan provides for a reserve of 6,000,000 shares of the Company’s common stock.

 

Stock Options to Purchase Common Stock

 

On August 5, 2021, the Company issued 211,038 Stock Options to employees of American Robotics in connection with the merger. Of these Stock Options 50,543 were issued as fully vested with no further service obligations and were included in the purchase consideration. The remaining 151,495 vest over a four-year period and are contingent on ongoing employment. They are included in compensation expense.

 

As of December 31, 2021, we had Stock Options outstanding to purchase an aggregate of 856,198 shares of Common Stock with a weighted-average contractual remaining life of approximately 8.76 years, and exercise prices ranging from $1.37 to $12.92 per share, resulting in a weighted average exercise price of $6.72 per share.

 

As of December 31, 2020, we had Stock Options outstanding to purchase an aggregate of 568,006 shares of Common Stock with a weighted-average contractual remaining life of approximately 9.45 years, and exercise prices ranging from $6.39 to $12.72 per share, resulting in a weighted average exercise price of $7.39 per share.

 

The assumptions used in the Black-Scholes Model are set forth in the table below.

 

   2021   2020 
Stock price   $7.50-$12.92    $6.00-$12.72 
Risk-free interest rate   0.35-0.87%    0.37-1.56% 
Volatility   45.53-53.99%    42.03-52.67% 
Expected life in years   3-5.89    3-10 
Dividend yield   0.00%   0.00%

 

A summary of our Option activity and related information follows:

 

   Number of Shares Under Option   Weighted Average Exercise Price   Weighted
Average
Remaining
Contractual
Life		 
Balance on December 31, 2019   225,001   $9.75    4.7 
Granted   596,216   $7.36      
Expired   (16,876)          
Terminated   (4,792)          
Canceled   (231,543)          
Balance on December 31, 2020   568,006   $7.39    9.4 
Granted   336,038   $4.91      
Exercised   (47,846)          
Expired   (168,750)          
Terminated   
-
           
Canceled   
-
           
Balance on December 31, 2021   687,448   $6.79    8.2 
Vested and Exercisable at December 31, 2021 536,078 $ 7.95 7.9

 

As of December 31, 2021, total unrecognized compensation expense related to non-vested Options was $864,679 which is expected to be recognized over a weighted-average period of 3.9 years.

 

F-32

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Restricted Stock Units

 

On November 5, 2021, the Compensation Committee approved the grants of 6,362 RSUs for each of Ondas’ directors (Messrs. Cohen, Reisfield, Silverman, Seidl, Bushey and Sood). Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. These RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates.

 

On August 5, 2021, the Company entered into employment agreements and awarded 1,375,000 restricted stock units pursuant to the 2018 Plan to key members of American Robotics’ management. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The restricted stock units vest in three successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment. The compensation expense recognized in 2021 in respect of these restricted stock units was $1,452,385, and as of December 31, 2021 the unrecognized compensation expense was $9,245,115.

 

On January 25, 2021, the Compensation Committee approved the following grants: (a) for Messrs. Cohen, Reisfield and Silverman (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (b) for Mr. Seidl and Ms. Sood (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (ii) 10,000 restricted stock units pursuant to the 2018 Plan. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The 5,000 restricted stock units granted to each of Messrs. Cohen, Reisfield, Silverman and Seidl and Ms. Sood vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates. The 10,000 restricted stock units granted to Mr. Seidl and Ms. Sood vest in eight successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates. All restricted stock units granted to these directors shall vest in full immediately upon a change in control. The company recognized stock-based compensation of $445,200 for the year ended December 31, 2021. As of December 31, 2021, the unrecognized compensation expense was $127,200.

 

On June 3, 2020, the Company entered into an agreement wherein restricted stock units (“RSU(s)”) for the issuance of 1,000,000 shares of the Company’s Common Stock, with deferred distribution, was granted and issued to Thomas V. Bushey, the Company’s President, pursuant to the 2018 Plan. Stock-based compensation expense for the year ended December 31, 2020 was $3,150,000. Non-vested RSUs as of December 31, 2020 totalled 625,0000 shares. The weighted average grant-date fair value for the RSU is $8.40. The weighted average vesting period of the RSU is 2.0 years. As of December 31, 2020, unrecognized compensation expense related to the unvested portion of the RSU was $5,250,000, which was expected to be recognized over a weighted average period of 1.25 years. On January 19, 2021, Thomas V. Bushey resigned as the Company’s President. Effective January 19, 2021, (i) Mr. Bushey received 500,000 RSUs (375,000 RSUs vested as of December 31, 2020 and 125,000 RSUs on which the Compensation Committee accelerated vesting), which RSUs will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election, and (ii) 500,000 RSUs were cancelled. The company recognized stock-based compensation of $1,050,000 and $3,150,000 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was no unrecognized compensation expense related to these RSU’s.

  

During 2018, the Company entered into an agreement wherein RSUs for the issuance of 126,160 shares of the Company’s Common Stock (the “2018 RSUs”), with deferred distribution, was promised to a consultant pursuant to the 2018 Plan (the “RSU Agreement”). On September 21, 2020, the Company executed the RSU Agreement with the consultant. The 2018 RSUs vested upon the issuance of the RSU Agreement, however, the underlying shares of the Company’s Common Stock were not to be issued and delivered to the consultant until December 1, 2021, at the request of the consultant. Shares were issued and delivered to the Consultant in December 2021. Stock-based compensation expense for the years ended December 31, 2021 and 2020 was $0 and $30,357, respectively. The grant-date fair value for the RSU is $0.64 per share. The vesting period of the RSU was 2.0 years. As of December 31, 2021, there was no unrecognized compensation expense related to these RSU’s.

 

The Company recognizes RSU expense over the period of vesting or period that services will be provided. Compensation associated with shares of Common Stock issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.

 

F-33

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 12 – SEGMENT INFORMATION

 

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and American Robotics as the CODM reviews financial information for these two businesses separately The Company has no inter-segment sales.  Our segment structure presented below represents a change from the prior year for the inclusion of our American Robotics segment, which the Company acquired on August 5, 2021. The following table presents segment information for years ended December 31, 2021 and 2020:

 

    Year Ended     Year Ended  
    December 31, 2021     December 31, 2020  
    Ondas
Networks		     American
Robotics		     Total     Ondas
Networks		     American
Robotics		     Total  
Revenue, net   $ 2,840,154     $ 66,617     $ 2,906,771     $ 2,163,719     $
       -
     $ 2,163,719  
Depreciation and amortization     126,728       1,385,866       1,512,594       117,599      
-
       117,599  
Interest income     10,399       1,179       11,578       251      
-
       251  
Interest expense     574,889       796       575,685       1,936,847      
-
       1,936,847  
Stock based compensation     1,642,507       1,611,083       3,253,590       4,676,362      
-
       4,676,362  
Benefit from income taxes     -       2,921,982       2,921,982       -       -       -  
Net loss     (7,888,588 )     (7,135,254 )     (15,023,842 )     (13,477,880 )    
-
       (13,477,880 )
Goodwill     -       45,026,583       45,026,583       -       -       -  
Capital expenditures     123,854       799,864       923,718       8,598      
-
       8,598  
Total assets     45,226,925      

72,211,650

      

117,438,575

       28,511,769      
-
       28,511,769  

 

NOTE 13 – INCOME TAXES

 

The provision (benefit) from income taxes was as follows:

 

   December 31, 
   2021   2020 
Current        
U.S. Federal  $
—
   $
—
 
State and local   
—
    
—
 
   $
—
   $
—
 
Deferred          
U.S. Federal  $

(2,360,923

)  $
—
 
State and local   

(561,059

)   
—
 
   $

(2,921,982

)  $
—
 
Total          
U.S. Federal  $

(2,360,923

)  $
—
 
State and local   

(561,059

)   
—
 
   $

(2,921,982

)  $
—
 

 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

 

   December 31, 
   2021   2020 
Deferred Tax Assets:        
Tax benefit of net operating loss carry-forward  $17,577,952   $14,064,563 
Accrued liabilities   69,525    327,749 
Stock based compensation   1,630,004    1,252,855 
Deferred Rent   159,558    15,778 
R&D Credit   1,046,841    1,054,989 
Total deferred tax assets   20,483,880    16,715,934 
           
Deferred Tax Liabilities:          
Depreciation   (12,706)   (36,897)
Amortization   (5,331)   (9,670)
Intangibles   (5,743,441)   
-
 
Deferred Rent   (193,482)   (14,344)
Total deferred tax liabilities   (5,954,960)   (60,911)
Total net deferred tax assets   14,528,920    16,655,023 
Valuation allowance for deferred tax assets   (14,528,920)   (16,655,023)
Deferred tax assets, net of valuation allowance  $
-
   $
-
 

F-34

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The change in the Company’s valuation allowance is as follows:

 

   Years Ended
December 31,		 
   2021   2020 
         
Beginning of the year  $16,655,023   $13,102,327 
Change in valuation account   (2,126,103)   3,552,696 
End of the year  $14,528,920   $16,655,023 

 

A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows:

 

   Years Ended
December 31,		 
   2021   2020 
U.S. federal statutory rate   (21.0)%   (21.0)%
Federal True Ups   0.5%   1.8%
State taxes, net of federal benefit   14.01%   (6.2)%
Change in valuation allowance   
(11,85
)%   26.4%
Nondeductible Expenses   2.01%   0.5%
R&D Credit   0.05%   (1.5)%
Effective income tax rate   (16.28)%   0.0%

 

In assessing the realization of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. The December 31, 2021 change in valuation allowance is mainly related to the acquisition of ARI.

 

As of December 31, 2021 and 2020, the Company had approximately $79 million and $51 million, respectively, of Federal NOLs available to offset future taxable income. The acquisition of ARI resulted in the addition of Federal NOLs of $15 million. The Federal NOLs of $15 million generated in 2007 through 2017 will begin to expire in 2027 through 2037. The Federal NOLs of $64 million generated in 2018 through 2021 have no expiration. As of December 31, 2021 and 2020, the Company had approximately $70 million and $49 million, respectively, of State NOLs available to offset future taxable income expiring from 2028 through 2041. The acquisition of ARI resulted in the addition of Massachusetts NOLs of $15 million. As of December 31, 2021 and 2020, the Company had approximately $1,047,000 and $1,055,000, respectively of Federal research and development credits available to offset future tax liability expiring from 2034 through 2040. The Company’s Federal income tax returns for the 2019 to 2021 tax years remain open to examination by the IRS. Upon utilization of Federal NOLs in the future, the IRS may examine records from the year the loss occurred, even if outside the three-year statute of limitations. The Company’s State tax returns also remain open to examination.

 

In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s Federal Carryforwards could be limited in the event of a change in ownership. As of December 31, 2021, the Company completed an analysis and determined that there were multiple ownership changes. Provided sufficient taxable income is generated the annual base limitation plus increased limitation calculated pursuant to IRS Notice 2003-65 will allow the Company to utilize all existing losses within the carryover periods.

 

The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense.

 

As of December 31, 2021, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. 

F-35

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

On March 27, 2020, H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act, “the CARES ACT” was signed into legislation which includes tax provisions relevant to businesses that will impact taxes related to 2018, 2019, and 2020. Some of the significant tax law changes are to increase the limitation on deductible business interest expense for 2019 and 2020, allow for the five-year carryback of net operating losses for 2018-2020, suspend the 80% limitation of taxable income for net operating loss carryforwards for 2018-2020, provide for the acceleration of depreciation expense from 2018 and forward on qualified improvement property, and accelerate the ability to claim refunds of AMT credit carryforwards. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted.

 

NOTE 14 – COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of December 31, 2021.

 

On July 23, 2021, Robert Wilhelm (“Wilhelm Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Company and its Board of Directors: Eric A. Brock, Stewart W. Kantor, Thomas V. Bushey, Richard M. Cohen, Derek Reisfield, Randall P. Seidl, Richard H. Silverman, and Jaspreet Sood (together with the Company, the “Defendants”). Wilhelm Plaintiff alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with a then proposed transaction whereby Ondas will acquire American Robotics (the “Proposed Transaction”).

 

The Complaint seeks preliminary and permanent relief, including injunctive relief, to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until additional disclosures are made to the Company’s shareholders. Wilhelm Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.

 

Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. The case was dismissed as of October 8, 2021.

 

Also, on July 23, 2021, Sam Carlisle (“Carlisle Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Defendants. Carlisle Plaintiff alleges violations of Sections 14(a) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with the Proposed Transaction.

 

The Complaint seeks preliminary and permanent relief, including injunctive relief, to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until Defendants disclose and disseminate additional disclosures to Company shareholders. Carlisle Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.

 

F-36

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. This case was dismissed on October 8, 2021.

 

On July 27, 2021, Binyamin Ostrov (“Ostrov Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Defendants. Ostrov Plaintiff alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with the Proposed Transaction.

 

The Complaint seeks preliminary and permanent relief to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until Defendants disclose and disseminate additional disclosures to Company shareholders. Ostrov Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.

 

Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. This case was dismissed on December 14, 2021.

 

Operating Leases

 

On October 30, 2018, Ondas Networks entered into a Sublease with Texas Instruments Sunnyvale Incorporated, regarding the sublease of approximately 21,982 square feet of rentable space at 165 Gibraltar Court, Sunnyvale, CA 94089 (the “Gibraltar Sublease”), constituting the entire first floor of the premises (except the lobby and two stairwells), as defined under that certain Lease dated April 12, 2004, as amended by the First Lease Amendment dated March 15, 2005, a Second Amendment to Lease dated November 30, 2005, and a Third Amendment to Lease dated November 30, 2010 between Gibraltar Sunnyvale Holdings LLC and Texas Instruments Sunnyvale Incorporated. The Sublease began on November 1, 2018 and ended on February 28, 2021 at a base monthly rent of $28,577. A security deposit of $28,577 was paid upon execution of the Sublease and refunded during the year ended December 31, 2021. Rent expense for the years ended December 31, 2021 and 2020 was $80,627 and $312,301, respectively.

 

The lease for our offices and facilities for Ondas Networks at 165 Gibraltar Court, Sunnyvale, CA expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms. On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with Google LLC, the owner and landlord, wherein the base rate is $45,000 per month and including a security deposit in the amount of $90,000.

 

On August 5, 2021, the Company acquired American Robotics and their Lease (American Robotics Lease), wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022.

 

F-37

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 15 – RELATED PARTY TRANSACTIONS

 

On August 14, 2020, Eric Brock, the Company’s Chief Executive Officer, entered into a Securities Purchase Agreement with other subscribers in which he purchased 52,500 shares of Series A Preferred Convertible Preferred Stock (“Series A Preferred”) at a purchase price of $6.00 per share. On December 8, 2020, along with all other holders of Series A Preferred Mr. Brock converted his 52,500 shares of Series A Preferred into 66,676 shares of Common Stock of the Company, which includes an aggregate of 13,084 shares of Common Stock in connection with a 25% premium and an aggregate of 842 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock.

 

On March 14, 2020, Mr. Brock waived accrued payroll amounts in the amount of $141,667. Between January 1 and December 15, 2020 we accrued $131,494 for salary owed during 2020 to Mr. Brock. On January 29, 2021, Mr. Brock was paid $64,344 of the accrued amount and the remaining $67,150 was paid on April 15, 2021.

 

On March 14, 2020, Stewart Kantor, President of Ondas Networks, waived accrued payroll amounts in the amount of $8,334. As of December 31, 2020, Ondas Networks accrued an additional $2,850 for salary owed during 2020 to Mr. Kantor, which was paid on April 15, 2021.

 

Between June 2 and December 31, 2020, we accrued $115,385 for salary owed to Thomas V. Bushey, then President of the Company. On January 19, 2021, Mr. Bushey waived the accrued payroll amounts in the amount of $115,385. Pursuant to the terms of a Separation Agreement and General Release (the “Separation Agreement”) dated January 19, 2021 (the “Effective Date”), between Mr. Bushey and the Company, Mr. Bushey agreed to waive his entitlement to accrued salary in the amount of $125,256 and accrued vacation in the amount of $9,846 as of the Effective Date. At the time of Mr. Bushey’s resignation as President in January 2021, Mr. Bushey had the right to receive 500,000 RSU Shares (375,000 vested as of December 31, 2020 and 125,000 of which the Compensation Committee accelerated vesting), which will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election. The remaining 500,000 RSU Shares were canceled. As part of the Separation Agreement, Mr. Bushey and the Company entered into a Consulting Agreement dated January 19, 2021 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Bushey provided services to the Company at the direction of the Company’s Chief Executive Officer. The Consulting Agreement terminated on July 19, 2021. Mr. Bushey was paid $7,500 per month for these services.

 

NOTE 16 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events as of March 22, 2022, the date the consolidated financial statements were available to be issued according to the requirements of ASC topic 855.

 

Ardenna Acquisition

 

On March 20, 2022, the Company entered into a Purchase Agreement to acquire the assets of Ardenna, Inc., a leading provider of image processing and machine learning software solutions for rail infrastructure monitoring and inspections. The consideration for the acquisition is $900,000 in cash and 780,000 shares of the Company’s common stock (the “Ardenna Consideration Shares”). This acquisition is subject to customary closing conditions and is expected to close in the second quarter of 2022. In connection with the acquisition, the parties have entered into a Registration Rights and Lock-Up Agreement, which requires the Company to file a resale registration statement covering the resale of the Ardenna Consideration Shares no later than nintey (90) days after the closing date and restricts the holder from transferring the Ardenna Consideration Shares for 180 days from the closing date, subject to certain exceptions.

 

ATM Offering

 

On March 22, 2022, the Company, entered into an Equity Distribution Agreement (the “ATM Agreement”) with Oppenheimer & Co. Inc. (the "Sales Agent"). Pursuant to the terms of the ATM Agreement, the Company may offer and sell (the “ATM Offering”) from time to time through the Sales Agent, as the Company’s sales agent, up to $50 million of shares of the Company’s common stock, par value $0.0001 per share (the “ATM Shares”). Sales of the ATM Shares, if any, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Sales Agent is not required to sell any specific number or dollar amount of ATM Shares, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, and regulations and the rules of the Nasdaq Stock Market, on mutually agreed terms between the Sales Agent and the Company. The Sales Agent will receive from the Company a commission of 3.0% of the gross proceeds from the sales of ATM Shares by the Sales Agent pursuant to the terms of the Agreement. Net proceeds from the sale of the ATM Shares will be used for general corporate purposes.

 

The offering of ATM Shares pursuant to the ATM Agreement will terminate upon the earliest of (i) the sale of all ATM Shares subject to the ATM Agreement, and (ii) the termination of the ATM Agreement pursuant to its terms.

 

The ATM Shares will be issued pursuant to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-252571) filed on January 29, 2021, which became effective on February 5, 2021, and the prospectus supplement thereto dated March 22, 2022.

 

F-38

 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures.

 

None.

 

Item 9A. Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2021. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that as of the period ended December 31, 2021, due to existence of the material weakness in the Company’s internal control over financial reporting described below, the Company’s disclosure controls and procedures were not effective.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our senior management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

 

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the control deficiencies identified in this evaluation and set forth below, our senior management has concluded that we did not maintain effective internal control over financial reporting as described below.

 

As set forth below, management will take steps to remediate the control deficiency identified below. Notwithstanding the control deficiency described below, we have performed additional analyses and other procedures to enable management to conclude that our consolidated financial statements included in this Form 10-K fairly present, in all material respects, our financial condition and results of operations as of and for the year ended December 31, 2021.

 

As permitted by the Securities and Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition and management elected to exclude American Robotics from its assessment of internal control over financial reporting as of December 31, 2021. See Note 5 of the Notes to Consolidated Financial Statements for additional information. The aggregate assets and net revenue of the excluded acquisition constituted 61% and 2% of the Company's consolidated total assets and net revenue as of and for the year ended December 31, 2021, respectively.

 

Material Weakness

 

A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As of December 31, 2021, management identified the material weakness described below:

 

Inadequate review of stock- based compensation issued in connection with the acquisition of American Robotics

 

The Company has initiated a remediation plan that includes the following:

 

●Implementation of a third-party equity management software to calculate stock compensation expense relating to all equity awards

 

●Restructuring working papers and the review process to ensure that stock compensation expense is correctly calculated.

  

45

 

 

Remediation of Material Weakness identified as of and for the year ended December 31, 2020.

 

The Company’s senior management has concluded that the following material weakness identified as of and for the year ended December 31, 2020 has been remediated as detailed below:

 

Lack of Segregation of Duties and Accounting Resources

 

Due to our limited accounting staff, the Company’s Chief Executive Officer and Chief Financial Officer were responsible for initiating transactions, had custody of assets, recorded transactions and prepared financial reports. Therefore, it was determined that the Company had inadequate segregation of duties in place related to its financial reporting and other management oversight procedures due to the lack of accounting resources.

 

Commencing in the latter part of 2020, management began implementing the remediation plan outlined below:

 

Management engaged an outside accounting consulting firm working under the direct supervision of the CFO that implemented the following changes:

 

  ● Enhanced the overall monitoring and accounting oversight within the Company specifically to review all account reconciliations prepared by company personnel and to prepare financial statements.

 

  ● Provided subject matter experts to aid in identifying and applying US GAAP rules related to complex financial instruments as well as to enhance the financial reporting function.

 

  ● Recommended and designed additional internal controls and policies to ensure that we routinely review and document our application of established significant accounting policies. These controls and policies were implemented by company personnel.

 

  ● Implemented additional systems and technologies to enhance the timeliness and reliability of financial data within the organization.

 

  ● Reported back to management on the effectiveness of the newly implemented processes.

 

Changes in internal control over financial reporting

 

Other than the matters set forth above, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Item 9B. Other Information.

 

None.

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

Not applicable.

 

46

 

 

 

PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance.

 

Directors and Executive Officers

 

The following table sets forth information on our executive officers and directors as of the filing of this Report. The terms of service for each of our directors expires at our next annual meeting of shareholders or until their successors are duly elected and qualified.

 

Name   Age   Position
Eric A. Brock   51   Chairman and Chief Executive Officer
Derek Reisfield   59   Director, President, Chief Financial Officer, Treasurer and Secretary
Thomas V. Bushey   42   Director
Richard M. Cohen   71   Director
Randall P. Seidl   58   Director
Richard H. Silverman   82   Director
Jaspreet Sood   48   Director

 

Family Relationships

 

There are no family relationships between our executive officers and members of our Board.

 

Business Experience of Directors and Executive Officers

 

Information About Our Executive Officers

 

Eric A. Brock - Chairman of the Board and Chief Executive Officer

 

Mr. Brock was appointed as one of our directors and as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on June 28, 2018. On September 28, 2018, following the completion of the reverse acquisition transaction to acquire Ondas Networks Inc. (the “Acquisition”), he was appointed Chairman of the Board and resigned from the positions of Chief Financial Officer, Secretary and Treasurer. Mr. Brock also serves as Chairman of the Board and Chief Executive Officer of Ondas Networks Inc. since September 28, 2018. Since October 2021, Mr. Brock has served as a member of the Board of Directors of Dynam.AI. Mr. Brock is an entrepreneur with over 20 years of global banking and investing experience. He served as a founding Partner and Portfolio Manager with Clough Capital Partners, a Boston-based investment firm from 2000 to 2017. Prior to Clough, Mr. Brock was an investment banker at Bear, Stearns & Co. and an accountant at Ernst & Young, LLP. Mr. Brock holds an MBA from the University of Chicago and a BS from Boston College. Our Board believes that Mr. Brock’s experience in the public markets makes him well qualified to serve on our Board.

 

Derek Reisfield - Director, President, Chief Financial Officer, Treasurer and Secretary

 

Derek Reisfield was appointed as one of our directors on September 28, 2018, and as our President, Chief Financial Officer, Treasurer and Secretary on December 9, 2021. Mr. Reisfield also serves as Chief Financial Officer, Treasurer and Secretary of Ondas Networks Inc. since December 9, 2021. Previously, he had served as a member of the Board of Ondas Networks Inc. from April 2016 to September 2018. From December 2020 to the present, he has served as the President and Chief Executive Officer of Thetis Business Solutions, LLC. From 2018 to 2020, he served as an independent business consultant. From 2015 to December 2018, Mr. Reisfield served as Vice President, Strategy and Business Development of MetaRail, Inc. (formerly, Wayfare Interactive Technologies, Inc.), a company that provides commerce search capabilities to digital publishers and marketers. In 2008, Mr. Reisfield co-founded BBN Networks, LLC, formerly known as BBN Networks, Inc., a digital advertising and marketing solutions company focused on the B2B sector, where he served as Chief Executive Officer until 2014 and as Chairman until 2015. Mr. Reisfield was Executive Vice President and Chief Financial Officer of Fliptrack, Inc., a social mobile gaming company, from 2007 to 2008. He was an independent consultant from 2002 to 2007 working with digital startups and large consumer-oriented companies facing digital threats and opportunities. He was Co-Founder and Managing Principal of i-Hatch Ventures, LLC from 1999-2001, Co-Founder, Vice Chairman and Executive Vice President of Luminant, Inc., a digital consulting firm, from 1999-2000, Co-Founder and Chairman of Marketwatch, a financial and business news and information company, from 1997-1998, President CBS New Media from 1997-1998, Vice President, Business Development of CBS from 1996-1997, Director of Strategic Management CBS and its predecessor Westinghouse Electric Corporation, Inc. from 1996-1997. Prior to that, Mr. Reisfield was the Co-Founder of the Media and Telecommunications Practice of Mitchell Madison Group, LLC, a management consultancy and a leader of the Media and Telecommunications practice of McKinsey & Company, Inc. a management consultancy. He has served on several public corporation boards. Mr. Reisfield is a director emeritus of the San Francisco Zoological Society. Mr. Reisfield holds a BA from Wesleyan University, and an AM in Communications Management from the Annenberg School of Communications of USC in 1986. We believe Mr. Reisfield’s experience in senior leadership positions at both privately held and publicly traded technology companies, including holding board positions in corporate governance, make him a well-qualified candidate to serve on our Board.

 

47

 

 

Non-Management Directors

 

Thomas V. Bushey - Director

 

Mr. Bushey was appointed as one of our directors effective June 3, 2020. Mr. Bushey served as our President from June 2, 2020 to January 19, 2021. Mr. Bushey has served as our consultant from January 19, 2021 to July 19, 2021. Mr. Bushey has served as a director and Chief Executive Officer of Newbury Street Acquisition Corporation (NASDAQ: NBST) since November 2020. Mr. Bushey has been Chief Executive Officer of Sunderland Capital, an investment management firm, since 2015. Prior to founding Sunderland Capital in 2015, Mr. Bushey was a portfolio manager at Blackrock. Previously he worked as an investment banker at Credit Suisse, as a private equity professional at Thayer Capital, and as a hedge fund analyst at Millennium Partners. Mr. Bushey earned a B.S. in Economics from the Wharton School of the University of Pennsylvania. We believe that Mr. Bushey’s investment banking and private equity background and experience make him well qualified to serve on our Board.

 

Richard M. Cohen - Director

 

Mr. Cohen was appointed as one of our directors on September 28, 2018. Previously, he had served as a member of the Board of Ondas Networks Inc. from April 2016 to September 2018. He has been the President of Richard M Cohen Consultants since 1995, a company providing financial consulting services to both public and private companies. He has served as a director of Great Elm Capital Corp. (NASDAQ: GECC) since March 2022, Smart For Life, Inc. (NASDAQ: SMFL) since February 2022, and Direct Digital Holdings, Inc. (NASDAQ: DRCT) since November 2021. From March 2012 to July 2015, he was the Founder and Managing Partner of Chord Advisors, a firm providing outsourced CFO services to both public and private companies. From May 2012 to August 2013, he was the Interim CEO and member of the Board of Directors of CorMedix Inc. (NYSE: CRMD). From July 2008 to August 2012, Mr. Cohen was a member of the Audit Committee of Rodman and Renshaw, an investment banking firm. From July 2001 to August 2012, he was a partner with Novation Capital until its sale to a private equity firm. Mr. Cohen holds a BS with honors from the University of Pennsylvania (Wharton), an MBA from Stanford University and a CPA from New York State. He is considered an expert to Chair the Audit Committee of a publicly traded company. We believe that Mr. Cohen’s educational background and financial experience supporting publicly traded companies including as a CEO and Board member of a public traded company on the New York Stock Exchange makes him well qualified to serve on our Board.

 

Randall P. Seidl - Director

 

Randall P. Seidl was appointed as one of our directors on November 16, 2020. In September 2020, he founded and continues to serve as Chief Executive Officer of Sales Community, a sales social network with a mission to add value to technology sales professionals. In 2016, he founded and continues to serve as Chief Executive Officer of Top Talent Recruiting, a boutique contingency-based recruiting business. In 2013, he founded and continues to serve as Chief Executive Officer of Revenue Acceleration to help tech companies accelerate revenue growth. From 2009 to 2013, Mr. Seidl served as Sr. Vice President/General Manager of Hewlett Packard’s Americas and U.S. Enterprise Group. From 2006 to 2009, he served as Sr. Vice President/General Manager of Sun Microsystems’ North America business and as Vice President/General Manager for its Financial Services Area. From 2004 to 2006, he served as Vice President/General Manager of East Region at StorageTek. From 2003 to 2004, he served as Chief Executive Officer and director at Permabit, from 2000 to 2003 was co-founder and Executive Vice President of GiantLoop, and from 1996 to 1999 was Chairman and Chief Executive Officer of Workgroup Solutions. He began his career at EMC Corporation, holding various positions including Vice President of Open Systems Sales for North America from 1985 to 1996. Since 2015, Mr. Seidl has served as director of Data Dynamics, a privately held company, a leader in intelligent file management solutions. Since 2014, he has served as director of Cloudgenera, a privately held company, a leading supplier of vendor agnostic IT analytics that arm organizations with the business cases needed to optimize technology spend. He previously served as director of Datawatch Corporation (2015-2018, Nasdaq: DWCH, acquired by Altair). He continues to serve on the advisory boards or consults with DataRobot, Trilio, WekalO, ISG, CXO Nexus, Corent, DecisionLink, Dooly, Sendoso, Emissary, and CaptivateIQ. Mr. Seidl is a graduate of Boston College’s Carroll School of Management. Mr. Seidl serves as a trustee on Boston College’s Board of Trustees, on the Board of Trustees of St. Sebastian’s School, and is active with other charities. We believe Mr. Seidl’s experience in senior leadership positions at private/public technology companies and his private/public board experience makes him well-qualified to serve on our board of directors.

 

48

 

 

Richard H. Silverman – Director

 

Mr. Silverman was appointed as one of our directors on September 28, 2018. Previously, he had served as a member of the Board of Ondas Networks Inc. from April 2016 to September 2018. Mr. Silverman is a well-recognized and respected professional in the energy industry in Arizona and on a national level. He is past Chair of the board of directors for the Electric Power Research Institute; past Chair and former steering committee member of the Large Public Power Council; and former executive committee member of the board of directors for the American Public Power Association. Since August 2011, Mr. Silverman has been Of Counsel at Jennings, Strouss & Salmon, PLC, where he focuses his practice on energy law. Prior to joining the firm, he served as General Manager of Salt River Project from 1994 to 2011. Mr. Silverman holds a Juris Doctor from the University of Arizona and B.A. in Business from the University of Arizona. We believe Mr. Silverman’s prior experience as general manager of Salt River Project, one of the nation’s largest public power utilities serving approximately one million customers in the Phoenix metropolitan area, will help the Company navigate strategic issues in the rapidly changing electric utility industry with specific knowledge of the impact of renewables like solar energy on the electric grid and makes him well qualified to serve on our Board.

 

Jaspreet (Jas) Sood – Director

 

Ms. Sood was appointed as one of our directors on January 19, 2021. Ms. Sood is a seasoned executive who has strategic expertise in the areas of sales, product management, P&L management, operational transformation and go to market strategies. Since August 2021, Ms. Sood serves as Senior Vice President of Sales — US Enterprise for Palo Alto Networks (NYSE: PANW). Prior to joining Palo Alto Networks, Ms. Sood held a variety of executive level positions with Hewlett Packard Enterprise (NYSE: HPE) and its predecessor companies in the areas of business operations, strategy, product management, and finance. Ms. Sood was employed by Hewlett Packard Enterprise and its predecessor companies for twenty-five years. Ms. Sood holds an MBA with an emphasis in Technology Management from Pepperdine University and a bachelor’s degree in Economics from the University of California, Irvine. In 2018, 2019, 2020, and 2021, she was honored as a “CRN Power 100 Woman of the Channel” and is routinely featured as a guest speaker at various technology industry events. We believe Ms. Sood’s business experience makes her well qualified to serve on our board of directors.

 

Other Directorships

 

Other than as indicated within this section under the caption titled Business Experience of Directors and Executive Officers, none of our directors hold or have been nominated to hold a directorship in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Securities Act of 1933, or any company registered as an investment company under the Investment Company Act of 1940.

 

Committees of the Board

 

Audit Committee

 

Our audit committee reviews our internal accounting procedures and consults with and reviews the services provided by our independent registered public accountants. Our audit committee consists of three directors, Messrs. Cohen and Silverman and Ms. Sood, and our Board has determined that each of them is independent within the meaning of listing requirements of The Nasdaq Stock Market (“Nasdaq”) and the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Mr. Cohen is the chairman of the audit committee, and our Board has determined that Mr. Cohen is an “audit committee financial expert” as defined by SEC rules and regulations implementing Section 407 of the Sarbanes-Oxley Act. Our Board has determined that the composition of our audit committee meets the criteria for independence under, and the functioning of our audit committee complies with, the applicable requirements of the Sarbanes-Oxley Act, Nasdaq listing requirements and SEC rules and regulations. We intend to continue to evaluate the requirements applicable to us and to comply with the future requirements to the extent that they become applicable to our audit committee. The principal duties and responsibilities of our audit committee include:

 

●overseeing the accounting and financial reporting processes of the Company, internal systems of control of the Company and audits of the Company’s consolidated financial statements;

 

●overseeing the Company’s relationship with its independent auditors, including appointing or changing the Company’s auditors and ensuring their independence;

 

●providing oversight regarding significant financial matters, including the Company’s tax planning, treasury policies, dividends and share issuance and repurchases;

 

●overseeing the Code of Conduct; and

 

●reviewing and approving all transactions with related persons for potential conflict of interest situations on an ongoing basis.

 

49

 

 

Compensation Committee

 

Our compensation committee reviews and determines the compensation of all our executive officers. Our compensation committee consists of three directors, Messrs. Cohen, Seidl, and Silverman, each of whom is a non-employee member of our Board as defined in Rule 16b-3 under the Exchange Act and independent within the meaning of listing requirements of Nasdaq. Mr. Seidl is the chairman of the compensation committee. Our Board has determined that the composition of our compensation committee satisfies the applicable independence requirements under, and the functioning of our compensation committee complies with the applicable listing requirements of Nasdaq and SEC rules and regulations. We intend to continue to evaluate and intend to comply with all future requirements applicable to our compensation committee. The principal duties and responsibilities of our compensation committee include:

 

●establishing, overseeing and administering the Company’s employee compensation policies and programs;

 

●reviewing and approving compensation and incentive programs and awards for the Company’s CEO, all other executive officers of the Company and the non-employee members of the Company’s Board; and

 

●administering the Company’s equity compensation plans.

 

Nominating and Corporate Governance Committee

 

The nominating and corporate governance committee consists of three independent directors, Messrs. Cohen, Seidl, and Silverman. Mr. Cohen is the chairman of the nominating and corporate governance committee.

 

Our Board has determined that the composition of our nominating and corporate governance committee satisfies the applicable independence requirements under, and the functioning of our nominating and corporate governance committee complies with the applicable listing requirements of Nasdaq and SEC rules and regulations. We will continue to evaluate and will comply with all future requirements applicable to our nominating and corporate governance committee. The nominating and corporate governance committee’s responsibilities include:

 

●assisting the Board in identifying individuals qualified to become Board members, consistent with criteria approved by the Board;

 

●recommending for the Board’s approval the slate of nominees to be proposed by the Board to stockholders for election to the Board;

 

●developing, updating and recommending to the Board the governance principles applicable to the Company;

 

●overseeing the evaluation of the Board and management;

 

●recommending to the Board the directors who will serve on each committee of the Board; and

 

●addressing any related matters required by the federal securities laws.

 

Code of Business Conduct and Ethics and Committee Charters

 

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of our employees, executive officers and directors. The audit committee of our Board is responsible for overseeing the Code of Conduct and our Board must approve any waivers of the Code of Conduct for employees, executive officers and directors. All of our directors, executive officers and employees are required to certify in writing their understanding of and intent to comply with the Code.

 

Our Board adopted charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board describing the authority and responsibilities delegated to each committee.

 

50

 

 

We post on our website www.ondas.com the charters of each of our board committees and our Code of Business Conduct, and all disclosures that are required by law concerning any amendments or waivers thereto applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; and any other corporate governance materials contemplated by the Nasdaq listing requirements and SEC regulations. These documents are also available in print, without charge, to any stockholder requesting a copy in writing from our Secretary at our executive offices set forth in this Report.

 

Delinquent Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires directors, officers and greater than 10 percent beneficial owners of our common shares to file reports concerning their ownership of, and transactions in, such common shares.

 

Based solely on our review of these reports filed by the Company’s officers, directors and shareholders, and written representations from our executive officers and directors that they filed such reports, we believe that our officers, directors, and shareholders complied with all filing requirements under Section 16(a) of the Exchange Act on a timely basis during fiscal year 2021, except each of Messrs. Reisfield, Bushey, Cohen, Seidl, and Silverman and Ms. Sood untimely filed a Form 4 to report the grant of restricted stock units.

 

Item 11. Executive Compensation.

 

Summary Compensation Table

 

The following table provides the compensation earned by our principal executive officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended December 31, 2021 and 2020.

 

Name and Principal Position  Year   Salary
($)		   Bonus
($)(1)		   Stock Awards
($)		   Option
Awards
($)		   Non-Equity
Incentive
Plan
Compensation ($)		   Nonqualified Deferred
Compensation
Earnings
($)		   All Other
Compensation
($)		   Total
($)		 
Eric A. Brock (2)   2021   $200,000   $-   $-   $-   $        -   $        -   $30,661   $230,661 
(CEO)   2020   $131,494   $-   $-   $-   $-   $-   $47,284   $178,778 
                                              
Stewart G. Kantor (3)   2021   $200,000   $125,000   $-   $-   $-   $-   $11,643   $336,643 
(former President, CFO, Treasurer and Secretary)   2020   $131,494   $-   $-   $-   $-   $-   $7,176   $138,670 

 

(1)On November 23, 2021, Messrs. Brock and Kantor were granted cash bonuses of $125,000. Mr. Brock informed the Compensation Committee that he would forego his bonus.

 

(2)In 2020, Mr. Brock’s salary of $131,494 was accrued. On January 29, 2021, Mr. Brock was paid $64,344 of the accrued amount and the remaining $67,150 was paid on April 15, 2021. All Other Compensation for 2021 and 2020 includes health insurance premiums paid on Mr. Brock’s behalf.

 

(3)Mr. Kantor resigned as a director and President, Chief Financial Officer, Treasurer and Secretary of the Company on December 7, 2021. Mr. Kantor currently serves as President of Ondas Networks Inc. In 2020, Mr. Kantor’s salary of $131,494 includes $128,644 paid between January 1 and March 15, 2020 and May 13 and December 31, 2020, and $2,850 accrued between March 16 and May 12, 2020, which was paid on April 15, 2021. All Other Compensation for 2021 includes health insurance premiums paid on Mr. Kantor’s behalf totaling $636 and employer matching of 401(k) totaling $11,007. All Other Compensation for 2020 includes health insurance premiums paid on Mr. Kantor’s behalf totaling $744 and employer matching of 401(k) totaling $6,432.

 

Outstanding Equity Awards at Fiscal Year End

 

As of December 31, 2021, our named executive officers had no outstanding equity awards.

 

Employment Agreements with Executive Officers

 

Eric Brock serves as our Chief Executive Officer pursuant to an employment agreement entered into on September 28, 2018 (the “Brock Agreement”). The Brock Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Brock agreement, Mr. Brock will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Brock is eligible to participate in benefit plans generally available to our employees. During 2020, in response to COVID-19 employee furloughs, Mr. Brock accepted a pay reduction of 90% for the period from March 21 to May 19, 2020 and a 35% pay reduction from May 20 to December 15, 2020. Mr. Brock’s salary was returned to 100% effective December 16, 2020.

 

51

 

 

Derek Reisfield serves as our President, Chief Financial Officer, Secretary and Treasurer pursuant to an employment agreement entered into on December 10, 2021 (the “Reisfield Agreement”). The Reisfield Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Reisfield Agreement, Mr. Reisfield will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Reisfield is eligible to participate in benefit plans generally available to our employees.

 

Stewart Kantor previously served as our President, Chief Financial Officer, Treasurer and Secretary and currently serves as President of Ondas Networks, pursuant to an employment agreement entered into on September 28, 2018, as amended (the “Kantor Agreement”). The Kantor Agreement provides for a continuous term and may be terminated by either party at any time.  Pursuant to the Kantor Agreement, Mr. Kantor will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Kantor is eligible to participate in benefit plans generally available to our employees. During 2020, in response to COVID-19 employee furloughs, Mr. Kantor accepted a pay reduction of 90% for the period from March 21 to May 19, 2020 and a 35% pay reduction from May 20 to December 15, 2020. Mr. Kantor’s salary was returned to 100% effective December 16, 2020.

 

As part of the terms of the Brock, Reisfield, and Kantor Agreements, each of Messrs. Brock, Reisfield and Kantor entered into an Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Supplemental Agreements”). As part of the Supplemental Agreements, each of Messrs. Brock, Reisfield, and Kantor agreed (i) not to engage in Competitive Business (as defined in the Supplemental Agreements) during his term of employment with us and for a period of 12 months following termination; (ii) not to disclose Confidential Information (as defined in the Supplemental Agreements), subject to certain customary carve-outs; and (iii) to assign to the Company any Intellectual Property (as defined in the Supplemental Agreements) developed using the Company’s resources or related to the Company’s business within the scope of and during the period of employment.

 

Messrs. Brock, Reisfield and Kantor are entitled to severance compensation from the Company if his employment is terminated (i) without cause or (ii) due to “constructive termination” or (iii) due to disability, with these causes of termination being defined in the Brock Agreement. The severance compensation would consist of (i) accrued and vested benefits, and (ii) continued payment of the executive base salary and benefits as follows: (i) for a period of six (6) months following Messrs. Brock’s and Reisfield’s separation and (ii) for a period of twelve months following Mr. Kantor’s separation.

 

Director Compensation

 

On January 25, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Ondas Holdings Inc. (the “Company”) approved the 2021 Director Compensation Policy (the “Policy”). The Policy is applicable to all directors that are not employees or compensated consultants of the Company. Pursuant to the Policy, the cash compensation to non-employee directors will be the following: (i) quarterly board retainer - $2,500; (ii) additional Board Chair retainer - $2,000; (iii) additional Audit Committee Chair retainer - $2,000; (iv) additional Compensation Committee Chair retainer - $3,000; and (v) additional Nominating Committee Chair retainer - $1,000. Also, pursuant to the Policy, the annual equity award to non-employee directors will be restricted stock units representing $60,000. Also, pursuant to the Policy, non-employee directors will be reimbursed for reasonable out-of-pocket business expenses incurred in connection with business related to the Board of Directors.

 

52

 

 

In addition, on January 25, 2021, the Compensation Committee approved the following grants: (a) for Messrs. Cohen, Reisfield and Silverman (i) 5,000 restricted stock units pursuant to the 2018 Incentive Stock Plan, and (ii) 30,000 stock options, which are immediately exercisable, pursuant to the 2018 Incentive Stock Plan, at an exercise price of $12.72 per share with a ten year term, and (b) for Mr. Seidl and Ms. Sood (i) 5,000 restricted stock units pursuant to the 2018 Incentive Stock Plan, and (ii) 10,000 restricted stock units pursuant to the 2018 Incentive Stock Plan. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The 5,000 restricted stock units granted to each of Messrs. Cohen, Reisfield, Silverman and Seidl and Ms. Sood vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates. The 10,000 restricted stock units granted to Mr. Seidl and Ms. Sood vest in eight successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates. All restricted stock units granted to these directors shall vest in full immediately upon a change in control.

 

Name   Fees Earned or Paid in Cash ($)     Stock awards ($)(1)     Option awards ($)(1)     Non-equity incentive plan compensation ($)     Nonqualified deferred compensation earnings ($)     All other compensation ($)     Total
($)		  
Thomas V. Bushey     10,000       60,375       -       -       -       -       70,375  
Richard M. Cohen     22,000       123,975       171,622       -       -       -       317,597  
Derek Reisfield     18,000       123,975       171,622       -       -       8,333 (2)       321,930  
Randall P. Seidl     10,000       251,175       -       -       -       -       261,175  
Richard H. Silverman     10,000       123,975       171,622       -       -       -       305,597  
Jaspreet Sood     10,000       251,175       -       -       -       -       261,175  

 

(1)

The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with FASB ASC Topic 718. For additional information related to the measurement of stock-based compensation awards, see Note 11 to the accompanying financial statements.
  
(2)Mr. Reisfield was appointed President, Chief Financial Officer, Treasurer and Secretary as of December 9, 2021. All other compensation for Mr. Reisfield reflects his salary from December 9, 2021 to December 31, 2021.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Beneficial Security Ownership Table

 

As of March 11, 2022, the following table sets forth certain information with respect to the beneficial ownership of our common stock by (i) each stockholder known by us to be the beneficial owner of more than five percent (5%) of our common stock, (ii) by each of our current executive officers, named executive officers, and directors as identified herein, and (iii) all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock, options, restricted stock units, and common stock purchase warrants (“Warrants”) that are currently exercisable or convertible into shares of our common stock within sixty (60) days of the date of this document, are deemed to be outstanding and to be beneficially owned by the person holding such securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, the address for all officers and directors listed below is 411 Waverley Oaks Road, Waltham, MA 02452.

 

Name   Amount and Nature of Beneficial Ownership(1)     Percent of Class  
Directors and Executive Officers            
Eric A. Brock (Chairman of the Board and Chief Executive Officer) (2)     1,957,873       4.77 %
Derek Reisfield (Director, President, Chief Financial Officer, Treas. and Sec.) (3)     67,494         *  
Thomas V. Bushey (Director) (4)     503,180       1.21 %
Richard M. Cohen (Director) (5)     62,494         *  
Randall P. Seidl (Director) (6)     14,430         *  
Richard H. Silverman (Director) (7)     62,494         *  
Jaspreet Sood (Director) (8)     14,430         *  
Stewart Kantor (President, Ondas Networks, Inc.) (9)     24,990        *  
All Executive Officers & Directors as a Group (7 persons) (10)     2,682,395       6.44 %
5% or Greater Stockholders                
Energy Capital, LLC(11)     5,796,455       13.90 %

 

*Represents beneficial ownership of less than 1%.

 

(1)Unless otherwise noted, we believe that all shares are beneficially owned and that all persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them. Applicable percentage of ownership is based on 40,990,604 shares of common stock currently outstanding, as adjusted for each stockholder.

 

53

 

 

(2) Mr. Brock exercises sole voting and dispositive power over the 1,891,206 shares of common stock and 66,667 shares of common stock issuable upon exercise of Warrants.

 

(3) Mr. Reisfield exercises sole voting and dispositive power over 33,064 shares of common stock, 30,000 shares of common stock issuable upon exercise of an option, 1,590 shares of common stock issuable upon the vesting of RSUs, and 2,840 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(4) Mr. Bushey has the right to receive 500,000 RSUs, which are fully vested and will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election, subject to early delivery if Mr. Bushey’s service with the Company is terminated before June 3, 2022, 1,590 shares of common stock issuable upon the vesting of RSUs, and 1,590 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(5) Mr. Cohen exercises sole voting and dispositive power over 28,064 shares of common stock, 30,000 shares of common stock issuable upon exercise of an option, 1,590 shares of common stock issuable upon the vesting of RSUs, and 2,840 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(6) Mr. Seidl exercises sole voting and dispositive power over 7,500 shares of common stock issuable upon the vesting of RSUs, 2,840 shares of common stock issuable upon the vesting of RSUs, and 4,090 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(7) Mr. Silverman exercises sole voting and dispositive power over 28,064 shares of common stock, 30,000 shares of common stock issuable upon exercise of an option, 1,590 shares of common stock issuable upon the vesting of RSUs, and 2,840 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(8) Ms. Sood exercises sole voting and dispositive power over 7,500 shares of common stock issuable upon the vesting of RSUs, 2,840 shares of common stock issuable upon the vesting of RSUs, and 4,090 shares of common stock underlying RSUs that have vested and are pending delivery.
   
(9) Mr. Kantor resigned as a director and President, Chief Financial Officer, Treasurer and Secretary of the Company on December 7, 2021. Mr. Kantor currently serves as President of Ondas Networks, Inc.
   
(10) Includes 66,667 shares of common stock issuable upon exercise of Warrants, 90,000 shares of common stock issuable upon exercise of options, 12,040 shares of common stock issuable upon vesting of RSUs, and 518,290 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(11) Based on Amendment No. 1 to Schedule 13D filed on January 27, 2020, the address for Energy Capital, LLC (“Energy Capital”) is 13650 Fiddlesticks Blvd., Suite 202-324, Ft. Myers, FL 33912. Robert J. Smith is the sole owner of Energy Capital and exercises sole voting and dispositive power over the 5,092,248 shares of common stock and 704,207 shares of common stock issuable upon exercise of Warrants.

 

Equity Compensation Plan Information

 

The following table summarizes the equity compensation plans under which our securities may be issued as of December 31, 2021.

 

Plan Category 

Number of securities

to be issued upon

exercise of

outstanding options, warrants and rights

  

Weighted-average exercise

price per share of

 outstanding options, warrants and rights

  

Number of securities

remaining available for

future issuance under

equity compensation

plans

 
Equity compensation plans approved by security holders:            
2018 Incentive Stock Plan (1)   2,819,566   $6.49    513,768 
2021 Incentive Stock Plan (2)   -   $-    6,000,000 
Equity compensation plans not approved by security holders   -    -    - 

 

(1)The 2018 Incentive Stock Plan was approved by stockholders in September 2018. The number of securities to be issued upon exercise of outstanding options, warrants and rights consist of 735,294 shares underlying outstanding options and 2,084,272 shares underlying outstanding restricted stock units granted pursuant to the 2018 Incentive Stock Plan.

 

(2)The 2021 Incentive Stock Plan was approved by stockholders in November 2021.

 

54

 

 

Item 13. Certain Relationships and Related Transactions and Director Independence.

 

Related Party Transactions Policy

 

Under its written charter, the Audit Committee of our Board of Directors is responsible for reviewing and approving any transaction between our company and a related person (as defined in Item 404 of Regulation S-K). Our management is responsible for bringing any such transaction to the attention of the Audit Committee. In approving or rejecting any such transaction, the Audit Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence.

 

Related Party Transactions

 

On August 14, 2020, Eric Brock, the Company’s Chief Executive Officer, entered into a Securities Purchase Agreement with other subscribers in which he purchased 52,500 shares of Series A Preferred Convertible Preferred Stock (“Series A Preferred”) at a purchase price of $6.00 per share. On December 8, 2020, along with all other holders of Series A Preferred Mr. Brock converted his 52,500 shares of Series A Preferred into 66,676 shares of Common Stock of the Company, which includes an aggregate of 13,084 shares of Common Stock in connection with a 25% premium and an aggregate of 842 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock.

 

On March 14, 2020, Mr. Brock waived accrued payroll amounts in the amount of $141,667. Between January 1 and December 15, 2020 we accrued $131,494 for salary owed during 2020 to Mr. Brock. On January 29, 2021, Mr. Brock was paid $64,344 of the accrued amount and the remaining $67,150 was paid on April 15, 2021.

 

On March 14, 2020, Stewart Kantor, President of Ondas Networks, waived accrued payroll amounts in the amount of $8,334. As of December 31, 2020, Ondas Networks accrued an additional $2,850 for salary owed during 2020 to Mr. Kantor, which was paid on April 15, 2021.

 

Between June 2 and December 31, 2020, we accrued $115,385 for salary owed to Thomas V. Bushey, then President of the Company. On January 19, 2021, Mr. Bushey waived the accrued payroll amounts in the amount of $115,385. Pursuant to the terms of a Separation Agreement and General Release (the “Separation Agreement”) dated January 19, 2021 (the “Effective Date”), between Mr. Bushey and the Company, Mr. Bushey agreed to waive his entitlement to accrued salary in the amount of $125,256 and accrued vacation in the amount of $9,846 as of the Effective Date. At the time of Mr. Bushey’s resignation as President in January 2021, Mr. Bushey had the right to receive 500,000 RSU Shares (375,000 vested as of December 31, 2020 and 125,000 of which the Compensation Committee accelerated vesting), which will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election. The remaining 500,000 RSU Shares were canceled. As part of the Separation Agreement, Mr. Bushey and the Company entered into a Consulting Agreement dated January 19, 2021 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Bushey provided services to the Company at the direction of the Company’s Chief Executive Officer. The Consulting Agreement terminated on July 19, 2021. Mr. Bushey was paid $7,500 per month for these services.

 

Director Independence

 

A majority of our Board is independent under the rules of Nasdaq. Our Board has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our Board has determined that Messrs. Cohen, Seidl, Silverman and Ms. Sood are “independent directors” as defined under the rules of Nasdaq.

 

55

 

 

Item 14. Principal Accountant Fees and Services.

 

Rosenberg Rich Baker Berman, P.A. (“RRBB”) has served as the Company’s independent registered public accounting firm since June 28, 2018.

 

Aggregate fees billed to the Company for the years ended December 31, 2021 and 2020 by RRBB were as follows:

 

   For the years ended
December 31,		 
   2021   2020 
         
Audit Fees  $192,400   $124,915 
Audit-Related Fees   0    6,558 
Tax Fees   12,500    10,000 
All Other Fees   16,098    50,000 
   $220,998   $191,473 

 

Audit fees consist of fees associated with the annual audit, including the reviews of our quarterly reports. Audit-related fees consist of travel costs. Tax fees include the preparation on our tax returns. All other fees consist of fees associated with services provided related to all other filings with the SEC as well as consents.

 

On September 28, 2018, the Audit Committee of our Board adopted a policy and related procedures requiring its pre-approval of all audit and non-audit services to be rendered by its independent registered public accounting firm. These policies and procedures are intended to ensure that the provision of such services do not impair the independent registered public accounting firm’s independence. These services may include audit services, audit related services, tax services and other services. All services provided by RRBB during the years ended December 31, 2021 and 2020 were approved by the Audit Committee.

 

56

 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

Exhibit No.   Name of Document
     
2.1   Agreement and Plan of Merger and Reorganization, dated as of September 28, 2018, by and among the Registrant, Zev Merger Sub, Inc. and Ondas Networks Inc. (incorporated herein by reference to Exhibit No. 2.1 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
2.2   Agreement and Plan of Merger, dated as of May 17, 2021, by and among Ondas Holdings Inc., Drone Merger Sub I Inc., Drone Merger Sub II Inc., American Robotics, Inc., and the Company Stockholder’s Representative (incorporated herein  by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 17, 2021 (File No. 001-39761))
     
3.1   Amended and Restated Articles of Incorporation of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
3.2   Amended and Restated Bylaws of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit No. 3.2 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
3.3   Certificate of Designation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020 (File No. 000-56004).
     
3.4   Certificate of Change (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2020 (File No. 000-56004))
     
4.1   Form of Common Stock Certificate (incorporated herein by reference to Exhibit No. 4.1 to the Company’s Registration Statement on Form S-3 filed on January 29, 2021 (File No. 333-252571))
     
4.2   Form of Investor Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 1, 2019 (File No. 000-56004).
     
4.3   Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 1, 2019 (File No. 000-56004).

 

57

 

 

4.4   Form of Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 1, 2019 (File No. 000-56004).
     
4.5   Form of Warrant (included as Exhibit E to Exhibit 2.1 and incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 17, 2021).
     
4.6   Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 000-56004)
     
10.1   Form of Lock-up Agreement executed by the former stockholders of Ondas Networks Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
10.2   Lease Agreement, dated November 11, 2013, between Full Spectrum Inc. and SCP-1, LP (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
10.3   Amendment to Lease Agreement, dated October 16, 2017, between Full Spectrum Inc. and SCP-1, LP (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
10.4   Loan and Security Agreement, dated as of March 9, 2018, by and between Full Spectrum Inc. and Steward Capital Holdings, LP (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
10.5   Form of Secured Promissory Note issued to Steward Capital Holdings, LP by Ondas Networks Inc. dated March 19, 2018 (incorporated herein by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
10.6   Secured Promissory Note for $5,000,000 issued to Steward Capital Holdings, LP by Ondas Networks Inc. dated October 9, 2018 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 15, 2018 (File No. 333-205271))
     
10.7   Form of Securities Purchase Agreement of Ondas Networks Inc. (formerly Full Spectrum Inc.) (incorporated herein by reference to Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2018 (File No. 333-205271))
     
10.8   Form of Security Purchase Agreement (incorporated herein by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed on January 7, 2019 (File No. 000-56004))
     
10.9   Form of Convertible Promissory Note (incorporated herein by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed on January 7, 2019 (File No. 000-56004))
     
10.10   First Amendment to Loan and Security Agreement, dated as of June 18, 2019, by and between Ondas Networks Inc. and Steward Capital Holdings, LP (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 18, 2019 (File No. 000-56004)).
     
10.11   Amendment to Secured Promissory Notes dated June 18, 2019 (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on June 18, 2019 (File No. 000-56004)).
     
10.12   Form of First Amendment to Lock-Up Agreement. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 30, 2019 (File No. 000-56004).
     
10.13   Form of Securities Purchase Agreement, dated September 27, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 1, 2019 (File No. 000-56004).
     
10.14   Form of Registration Rights Agreement, dated September 27, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 1, 2019 (File No. 000-56004).
     
10.15   Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 1, 2019 (File No. 000-56004).

 

58

 

 

10.16   Second Amendment to Loan and Security Agreement, dated as of October 28, 2019, by and between Ondas Networks Inc. and Steward Capital Holdings, LP. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 1, 2019 (File No. 000-56004).
     
10.17   Paycheck Protection Program Promissory Note and Agreement, dated as of May 7, 2020, by and between Ondas Networks Inc. and Steward Capital Holdings, LP. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2020 (File No. 000-56004).
     
10.18   Form of Warrant Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2020 (File No. 000-56004).
     
10.19   Employment Agreement, dated June 3, 2020, between Ondas Holdings Inc. and Thomas Bushey.#(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2020 (File No. 000-56004).
     
10.20 #   Amended and Restated Employment Agreement, dated June 3, 2020, between Ondas Holdings Inc. and Eric Brock.# (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 3, 2020 (File No. 000-56004).
     
10.21 #   Amended and Restated Employment Agreement, dated June 3, 2020, between Ondas Holdings Inc. and Stewart Kantor.# (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 3, 2020 (File No. 000-56004).
     
10.22 #   2018 Equity Incentive Plan# (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271))
     
10.23 #   Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 7, 2020 (File No. 000-56004).
     
10.24 #   Form of Restricted Stock Unit Agreement.# (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 3, 2020 (File No. 000-56004).
     
10.25   Form of Nonstatutory Stock Option Agreement.# (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 3, 2020 (File No. 000-56004).
     
10.26   Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 17, 2020 (File No. 000-56004).
     
10.27   Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 1, 2020 (File No. 000-56004).
     
10.28   Second Amendment to Loan and Security Agreement, dated as of September 4, 2020, by and between Ondas Networks Inc. and Steward Capital Holdings, LP. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 11, 2020 (File No. 000-56004).
     
10.29   Second Amendment to Secured Promissory Notes dated as of September 4, 2020, by and between Ondas Networks Inc. and Steward Capital Holdings, LP. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 11, 2020 (File No. 000-56004).
     
10.30 #   Separation Agreement and General Release, including Consulting Agreement, dated January 19, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 20, 2021).
     
10.31   Ondas Holdings Inc. 2021 Director Compensation Policy (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).
     
10.32   Form of Lock-up Agreement executed by the former stockholders of American Robotics, Inc.. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 17, 2021 (File No. 001-39761))
     
10.33   Form of Joinder to Lock-Up and Registration Rights Agreement executed by the former stockholders of American Robotics, Inc., (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 9, 2021 (File No. 001-39761))
     
10.34#   Ondas Holdings Inc. 2021 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 5, 2021).
     
10.35#   Employment Agreement, dated December 10, 2021, between Ondas Holdings Inc. and Derek Reisfield. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December  13, 2021 (File No. 001-39761).

 

59

 

 

21   Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 8, 2021(File No. 001-39761)).
     
23.1   Consent of Rosenberg Rich Baker Berman, P.A.*
     
31.1   Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a) dated March 22, 2021*
     
31.2   Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a) dated March 22, 2021*
     
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 dated March 22, 2021**
     
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 dated March 22, 2021**
     
101.INS   Inline XBRL Instance Document.*
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document.*
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.*
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.*
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

 

* Filed herewith.
** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
# Management contract or compensatory plan or arrangement.

 

Item 16. Form 10-K Summary.

 

None.

 

60

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 DATE: March 22, 2022 ONDAS HOLDINGS INC.
     
  By:   /s/ Eric A. Brock
    Eric A. Brock
    Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Derek Reisfield 
    Derek Reisfield
    Chief Financial Officer
    (Principal Financial Officer
    Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

  

Signature   Title   Date
         
/s/ Eric A. Brock    Chairman and Chief Executive Officer   March 22, 2022
Eric A. Brock        
         
/s/ Derek Reisfield    Director, President, Chief Financial Officer,   March 22, 2022
Derek Reisfield   Treasurer and Secretary    
         
/s/ Thomas V. Bushey    Director   March 22, 2022
Thomas V. Bushey        
         
/s/ Richard M. Cohen    Director   March 22, 2022
Richard M. Cohen        
         
/s/ Randall P. Seidl    Director   March 22, 2022
Randall P. Seidl        
         
/s/ Richard H. Silverman    Director   March 22, 2022
Richard H. Silverman        
         
/s/ Jaspreet Sood    Director   March 22, 2022
Jaspreet Sood        

 

 

61

 

Represents short-term leases which are immaterial. 11.85 false FY 0001646188 0001646188 2021-01-01 2021-12-31 0001646188 2022-03-22 0001646188 2021-06-30 0001646188 2021-12-31 0001646188 2020-12-31 0001646188 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001646188 us-gaap:SeriesAPreferredStockMember 2020-12-31 0001646188 2020-01-01 2020-12-31 0001646188 us-gaap:PreferredStockMember 2019-12-31 0001646188 us-gaap:CommonStockMember 2019-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001646188 us-gaap:RetainedEarningsMember 2019-12-31 0001646188 2019-12-31 0001646188 us-gaap:PreferredStockMember 2020-01-01 2020-12-31 0001646188 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001646188 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001646188 us-gaap:PreferredStockMember 2020-12-31 0001646188 us-gaap:CommonStockMember 2020-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001646188 us-gaap:RetainedEarningsMember 2020-12-31 0001646188 us-gaap:PreferredStockMember 2021-01-01 2021-12-31 0001646188 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001646188 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001646188 us-gaap:PreferredStockMember 2021-12-31 0001646188 us-gaap:CommonStockMember 2021-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001646188 us-gaap:RetainedEarningsMember 2021-12-31 0001646188 onds:OndasNetworkLimitedMember 2021-12-31 0001646188 2021-06-02 2021-06-30 0001646188 2020-01-01 2020-03-31 0001646188 2020-01-01 2020-01-24 0001646188 2021-01-22 0001646188 2021-01-01 2021-01-22 0001646188 2021-08-01 2021-08-06 0001646188 2021-10-01 2021-10-08 0001646188 us-gaap:AccountsReceivableMember onds:ACustomerMember 2021-01-01 2021-12-31 0001646188 us-gaap:AccountsReceivableMember onds:BCustomerMember 2021-01-01 2021-12-31 0001646188 us-gaap:AccountsReceivableMember onds:BCustomerMember 2020-01-01 2020-12-31 0001646188 us-gaap:AccountsReceivableMember onds:RevenueMember 2020-01-01 2020-12-31 0001646188 onds:ProductRevenueMember 2021-01-01 2021-12-31 0001646188 onds:ProductRevenueMember 2020-01-01 2020-12-31 0001646188 onds:ServiceRevenueMember 2021-01-01 2021-12-31 0001646188 onds:ServiceRevenueMember 2020-01-01 2020-12-31 0001646188 onds:DevelopmentRevenueMember 2021-01-01 2021-12-31 0001646188 onds:DevelopmentRevenueMember 2020-01-01 2020-12-31 0001646188 onds:OtherRevenueMember 2021-01-01 2021-12-31 0001646188 onds:OtherRevenueMember 2020-01-01 2020-12-31 0001646188 onds:RevenueRecognizedPointInTimeMember 2021-01-01 2021-12-31 0001646188 onds:RevenueRecognizedPointInTimeMember 2020-01-01 2020-12-31 0001646188 onds:RevenueRecognizedOverTimeMember 2021-01-01 2021-12-31 0001646188 onds:RevenueRecognizedOverTimeMember 2020-01-01 2020-12-31 0001646188 us-gaap:WarrantMember 2021-01-01 2021-12-31 0001646188 us-gaap:WarrantMember 2020-01-01 2020-12-31 0001646188 us-gaap:OptionMember 2021-01-01 2021-12-31 0001646188 us-gaap:OptionMember 2020-01-01 2020-12-31 0001646188 us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0001646188 us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0001646188 onds:ACustomerMember 2021-01-01 2021-12-31 0001646188 onds:ACustomerMember 2020-01-01 2020-12-31 0001646188 onds:BCustomerMember 2021-01-01 2021-12-31 0001646188 onds:BCustomerMember 2020-01-01 2020-12-31 0001646188 us-gaap:VehiclesMember 2021-12-31 0001646188 us-gaap:VehiclesMember 2020-12-31 0001646188 us-gaap:ComputerEquipmentMember 2021-12-31 0001646188 us-gaap:ComputerEquipmentMember 2020-12-31 0001646188 us-gaap:FurnitureAndFixturesMember 2021-12-31 0001646188 us-gaap:FurnitureAndFixturesMember 2020-12-31 0001646188 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2021-12-31 0001646188 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2020-12-31 0001646188 us-gaap:LeaseholdImprovementsMember 2021-12-31 0001646188 us-gaap:LeaseholdImprovementsMember 2020-12-31 0001646188 onds:DevelopmentEquipmentMember 2021-12-31 0001646188 onds:DevelopmentEquipmentMember 2020-12-31 0001646188 onds:BaseStationsMember 2021-12-31 0001646188 onds:BaseStationsMember 2020-12-31 0001646188 onds:DronesMember 2021-12-31 0001646188 onds:DronesMember 2020-12-31 0001646188 us-gaap:ConstructionInProgressMember 2021-12-31 0001646188 us-gaap:ConstructionInProgressMember 2020-12-31 0001646188 onds:IncentiveStockPlanMember 2021-01-01 2021-12-31 0001646188 us-gaap:PatentsMember 2021-12-31 0001646188 us-gaap:PatentsMember 2020-12-31 0001646188 us-gaap:PatentsMember 2021-01-01 2021-12-31 0001646188 onds:PatentsInProcessMember 2021-12-31 0001646188 onds:PatentsInProcessMember 2020-12-31 0001646188 onds:PatentsInProcessMember 2021-01-01 2021-12-31 0001646188 us-gaap:LicenseMember 2021-12-31 0001646188 us-gaap:LicenseMember 2020-12-31 0001646188 us-gaap:LicenseMember 2021-01-01 2021-12-31 0001646188 us-gaap:TrademarksMember 2021-12-31 0001646188 us-gaap:TrademarksMember 2020-12-31 0001646188 us-gaap:TrademarksMember 2021-01-01 2021-12-31 0001646188 onds:FAAWaiverMember 2021-12-31 0001646188 onds:FAAWaiverMember 2020-12-31 0001646188 onds:FAAWaiverMember 2021-01-01 2021-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2021-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2020-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2021-01-01 2021-12-31 0001646188 onds:NonCompeteAgreementsMember 2021-12-31 0001646188 onds:NonCompeteAgreementsMember 2020-12-31 0001646188 onds:NonCompeteAgreementsMember 2021-01-01 2021-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2021-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2020-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2021-01-01 2021-12-31 0001646188 2021-10-01 2021-10-05 0001646188 2021-10-05 0001646188 onds:LoanAndSecurityAgreementMember onds:SecuredTermPromissoryNoteMember onds:StewardCapitalHoldingsLPMember 2018-03-09 0001646188 onds:LoanAndSecurityAgreementMember onds:SecuredTermPromissoryNoteMember onds:StewardCapitalHoldingsLPMember 2018-02-20 2018-03-09 0001646188 onds:LoanAndSecurityAgreementMember onds:SecuredTermPromissoryNoteMember onds:StewardCapitalHoldingsLPMember 2021-12-31 0001646188 onds:LoanAndSecurityAgreementMember onds:SecuredTermPromissoryNoteMember onds:StewardCapitalHoldingsLPMember 2018-10-09 0001646188 onds:LoanAndSecurityAgreementMember onds:SecuredTermPromissoryNoteMember onds:StewardCapitalHoldingsLPMember 2018-10-01 2018-10-09 0001646188 2019-06-01 2019-06-18 0001646188 onds:StewardCapitalHoldingsLPMember 2019-10-01 2019-10-28 0001646188 onds:StewardCapitalHoldingsLPMember 2019-12-15 0001646188 onds:LoanAndSecurityAgreementMember onds:StewardCapitalHoldingsLPMember 2020-08-05 2020-09-04 0001646188 2021-04-14 0001646188 onds:StewardCapitalMember 2020-11-29 2020-12-09 0001646188 onds:StewardCapitalMember 2020-12-09 0001646188 2021-06-01 2021-06-25 0001646188 us-gaap:ConvertibleNotesPayableMember 2021-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2020-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2021-01-01 2021-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2020-01-01 2020-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2019-09-02 2019-09-27 0001646188 onds:PaycheckProtectionProgramLoanMember 2020-05-04 0001646188 onds:PaycheckProtectionProgramLoanMember 2021-12-31 0001646188 onds:PaycheckProtectionProgramLoanMember 2021-01-01 2021-12-31 0001646188 2020-08-02 2020-08-14 0001646188 onds:SecuritiesPurchaseAgreementMember 2020-08-02 2020-08-14 0001646188 us-gaap:ConvertiblePreferredStockMember 2020-12-08 0001646188 2020-12-01 2020-12-08 0001646188 2020-12-08 0001646188 2020-10-26 2020-11-03 0001646188 onds:ReverseStockSplitMember 2020-11-01 2020-11-12 0001646188 us-gaap:CommonStockMember 2020-11-12 0001646188 onds:SecuritiesPurchaseAgreementMember us-gaap:InvestorMember us-gaap:OverAllotmentOptionMember 2021-01-01 2021-01-29 0001646188 2020-12-01 2020-12-31 0001646188 us-gaap:IPOMember 2020-12-01 2020-12-03 0001646188 onds:SecuritiesPurchaseAgreementMember onds:PlacementAgentMember 2020-12-01 2020-12-08 0001646188 onds:SecuritiesPurchaseAgreementMember onds:PlacementAgentMember 2020-12-08 0001646188 us-gaap:CommonStockMember 2020-12-01 2020-12-16 0001646188 us-gaap:ConvertibleNotesPayableMember onds:OtherFinancingAgreementsMember 2020-09-09 0001646188 srt:MinimumMember 2021-12-31 0001646188 srt:MaximumMember 2021-12-31 0001646188 2020-08-01 2021-08-08 0001646188 2021-08-08 0001646188 onds:SecuritiesPurchaseAgreementMember us-gaap:WarrantMember 2020-12-31 0001646188 onds:SecuritiesPurchaseAgreementMember us-gaap:WarrantMember 2020-01-01 2020-12-31 0001646188 onds:SecuritiesPurchaseAgreementMember srt:MinimumMember us-gaap:WarrantMember 2020-12-31 0001646188 onds:SecuritiesPurchaseAgreementMember srt:MaximumMember us-gaap:WarrantMember 2020-12-31 0001646188 us-gaap:WarrantMember 2020-05-02 2020-05-06 0001646188 us-gaap:WarrantMember 2020-05-06 0001646188 srt:MinimumMember us-gaap:WarrantMember 2020-05-06 0001646188 srt:MaximumMember us-gaap:WarrantMember 2020-05-06 0001646188 us-gaap:WarrantMember 2021-12-31 0001646188 onds:EquityIncentivePlanMember 2021-12-31 0001646188 onds:EquityIncentivePlanMember 2021-12-31 0001646188 2021-07-21 2021-08-05 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-11-05 0001646188 2021-08-05 0001646188 2020-05-28 2020-06-03 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-01-05 2021-01-19 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001646188 onds:ConsultantMember us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-12-31 0001646188 onds:ConsultantMember us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-12-31 0001646188 srt:MinimumMember 2021-01-01 2021-12-31 0001646188 srt:MaximumMember 2021-01-01 2021-12-31 0001646188 srt:MinimumMember 2020-01-01 2020-12-31 0001646188 srt:MaximumMember 2020-01-01 2020-12-31 0001646188 onds:WarrantsActivityMember 2020-12-31 0001646188 onds:WarrantsActivityMember 2021-01-01 2021-12-31 0001646188 onds:WarrantsActivityMember 2021-12-31 0001646188 onds:OndasNetworksMember 2021-01-01 2021-12-31 0001646188 onds:AmericanRoboticsMember 2021-01-01 2021-12-31 0001646188 onds:OndasNetworksMember 2020-01-01 2020-12-31 0001646188 onds:AmericanRoboticsMember 2020-01-01 2020-12-31 0001646188 onds:AmericanRoboticsMember 2021-12-31 0001646188 us-gaap:StateAndLocalJurisdictionMember 2021-01-01 2021-12-31 0001646188 us-gaap:StateAndLocalJurisdictionMember 2020-01-01 2020-12-31 0001646188 2020-03-06 2020-03-27 0001646188 onds:GibraltarSubleaseMember 2018-10-30 0001646188 2021-07-25 2021-08-05 0001646188 2021-10-08 2021-10-08 0001646188 2020-08-01 2020-08-14 0001646188 onds:MrBrockMember 2020-03-14 0001646188 2020-01-01 2020-12-15 0001646188 onds:MrBrockMember 2021-01-29 0001646188 2021-04-01 2021-04-15 0001646188 onds:StewartKantorMember 2020-03-14 0001646188 onds:MrKantorMember 2020-12-31 0001646188 onds:StewartKantorMember 2020-12-31 0001646188 onds:StewartKantorMember 2021-01-19 0001646188 onds:ThomasBusheyMember 2021-01-19 0001646188 us-gaap:RestrictedStockUnitsRSUMember onds:MrBusheyMember 2021-01-01 2021-01-31 0001646188 onds:MrBusheyMember 2020-01-01 2020-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-01-19 0001646188 onds:MrBusheyMember 2021-07-19 0001646188 onds:BusinessCombinationMember 2021-01-01 2021-12-31 0001646188 onds:BusinessCombinationMember 2021-12-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure utr:sqm
EX-23.1 2 f10k2021ex23-1_ondas.htm CONSENT OF ROSENBERG RICH BAKER BERMAN, P.A

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in Registration Statements (No. 333-260450, 333-252571 and 333-235373) on Form S-3 and the Registration Statements (No. 333-237485 and 333-260845) on Form S-8 of Ondas Holdings, Inc. of our report dated March 22, 2022, relating to the consolidated financial statements of Ondas Holdings, Inc., appearing in this Annual Report on Form 10-K of Ondas Holdings, Inc. for the year ended December 31, 2021.

 

/s/ Rosenberg Rich Baker Berman, P.A.

 

Somerset, NJ

March 22, 2022

 EX-31.1 3 f10k2021ex31-1_ondas.htm CERTIFICATION

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Eric A. Brock, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Ondas Holdings Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 22, 2022

  

/s/ Eric A. Brock  
Eric A. Brock  
Chairman and Chief Executive Officer  
(Principal Executive Officer)  
 EX-31.2 4 f10k2021ex31-2_ondas.htm CERTIFICATION

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Derek Reisfield, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Ondas Holdings Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 22, 2022

 

/s/ Derek Reisfield  
Derek Reisfield  
President and Chief Financial Officer  
(Principal Financial and Accounting Officer)  
 EX-32.1 5 f10k2021ex32-1_ondas.htm CERTIFICATION

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Ondas Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric A. Brock, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1)The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: March 22, 2022  
   
  /s/ Eric A. Brock
  Eric A. Brock
  Chairman and Chief Executive Officer
  (Principal Executive Officer)

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This certification shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

 

 

 EX-32.2 6 f10k2021ex32-2_ondas.htm CERTIFICATION

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Ondas Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Derek Reisfield, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1)The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: March 22, 2022  
   
  /s/ Derek Reisfield
  Derek Reisfield
  President and Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This certification shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

 

 EX-101.SCH 7 onds-20211231.xsd XBRL SCHEMA FILE 001 - Statement - Consolidated Balance Sheets link:presentationLink link:definitionLink link:calculationLink 002 - Statement - Consolidated Balance Sheets (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 003 - Statement - Consolidated Statements of Operations link:presentationLink link:definitionLink link:calculationLink 004 - Statement - Consolidated Statements of Stockholders’ Equity link:presentationLink link:definitionLink link:calculationLink 005 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:definitionLink link:calculationLink 006 - Disclosure - Description of Business and Basis of Presentation link:presentationLink link:definitionLink link:calculationLink 007 - Disclosure - Summary of Significant Account Policies link:presentationLink link:definitionLink link:calculationLink 008 - Disclosure - Other Current Assets link:presentationLink link:definitionLink link:calculationLink 009 - Disclosure - Property and Equipment link:presentationLink link:definitionLink link:calculationLink 010 - Disclosure - Goodwill and Business Acquisition link:presentationLink link:definitionLink link:calculationLink 011 - Disclosure - Intangible Assets link:presentationLink link:definitionLink link:calculationLink 012 - Disclosure - Long-Term Equity Investment link:presentationLink link:definitionLink link:calculationLink 013 - Disclosure - Accrued Expenses and Other Current Liabilities link:presentationLink link:definitionLink link:calculationLink 014 - Disclosure - Secured Promissory Notes link:presentationLink link:definitionLink link:calculationLink 015 - Disclosure - Long-Term Notes Payable link:presentationLink link:definitionLink link:calculationLink 016 - Disclosure - Stockholders’ Equity link:presentationLink link:definitionLink link:calculationLink 017 - Disclosure - Segment Information link:presentationLink link:definitionLink link:calculationLink 018 - Disclosure - Income Taxes link:presentationLink link:definitionLink link:calculationLink 019 - Disclosure - Commitments and Contingencies link:presentationLink link:definitionLink link:calculationLink 020 - Disclosure - Related Party Transactions link:presentationLink link:definitionLink link:calculationLink 021 - Disclosure - Subsequent Events link:presentationLink link:definitionLink link:calculationLink 022 - Disclosure - Accounting Policies, by Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 023 - Disclosure - Summary of Significant Account Policies (Tables) link:presentationLink link:definitionLink link:calculationLink 024 - Disclosure - Other Current Assets (Tables) link:presentationLink link:definitionLink link:calculationLink 025 - Disclosure - Property and Equipment (Tables) link:presentationLink link:definitionLink link:calculationLink 026 - Disclosure - Goodwill and Business Acquisition (Tables) link:presentationLink link:definitionLink link:calculationLink 027 - Disclosure - Intangible Assets (Tables) link:presentationLink link:definitionLink link:calculationLink 028 - Disclosure - Accrued Expenses and Other Current Liabilities (Tables) link:presentationLink link:definitionLink link:calculationLink 029 - Disclosure - Stockholders’ Equity (Tables) link:presentationLink link:definitionLink link:calculationLink 030 - Disclosure - Segment Information (Tables) link:presentationLink link:definitionLink link:calculationLink 031 - Disclosure - Income Taxes (Tables) link:presentationLink link:definitionLink link:calculationLink 032 - Disclosure - Description of Business and Basis of Presentation (Details) link:presentationLink link:definitionLink link:calculationLink 033 - Disclosure - Summary of Significant Account Policies (Details) link:presentationLink link:definitionLink link:calculationLink 034 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of inventory link:presentationLink link:definitionLink link:calculationLink 035 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of changes in fair value associated with level 3 liabilities link:presentationLink link:definitionLink link:calculationLink 036 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue link:presentationLink link:definitionLink link:calculationLink 037 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of deferred warranty activity link:presentationLink link:definitionLink link:calculationLink 038 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of lease costs link:presentationLink link:definitionLink link:calculationLink 039 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of ROU lease assets and lease liabilities link:presentationLink link:definitionLink link:calculationLink 040 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of other Information link:presentationLink link:definitionLink link:calculationLink 041 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of measurement of lease liabilities link:presentationLink link:definitionLink link:calculationLink 042 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of net loss per share link:presentationLink link:definitionLink link:calculationLink 043 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of concentration of customers link:presentationLink link:definitionLink link:calculationLink 044 - Disclosure - Other Current Assets (Details) - Schedule of other current assets link:presentationLink link:definitionLink link:calculationLink 045 - Disclosure - Property and Equipment (Details) link:presentationLink link:definitionLink link:calculationLink 046 - Disclosure - Property and Equipment (Details) - Schedule of property and equipment link:presentationLink link:definitionLink link:calculationLink 047 - Disclosure - Goodwill and Business Acquisition (Details) link:presentationLink link:definitionLink link:calculationLink 048 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of consideration link:presentationLink link:definitionLink link:calculationLink 049 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of operating results link:presentationLink link:definitionLink link:calculationLink 050 - Disclosure - Intangible Assets (Details) link:presentationLink link:definitionLink link:calculationLink 051 - Disclosure - Intangible Assets (Details) - Schedule of finite-lived intangible assets link:presentationLink link:definitionLink link:calculationLink 052 - Disclosure - Intangible Assets (Details) - Schedule of estimated amortization expense link:presentationLink link:definitionLink link:calculationLink 053 - Disclosure - Long-Term Equity Investment (Details) link:presentationLink link:definitionLink link:calculationLink 054 - Disclosure - Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities link:presentationLink link:definitionLink link:calculationLink 055 - Disclosure - Secured Promissory Notes (Details) link:presentationLink link:definitionLink link:calculationLink 056 - Disclosure - Long-Term Notes Payable (Details) link:presentationLink link:definitionLink link:calculationLink 057 - Disclosure - Stockholders’ Equity (Details) link:presentationLink link:definitionLink link:calculationLink 058 - Disclosure - Stockholders’ Equity (Details) - Schedule of net proceeds of the offering link:presentationLink link:definitionLink link:calculationLink 059 - Disclosure - Stockholders’ Equity (Details) - Schedule of assumptions used in the black-scholes model link:presentationLink link:definitionLink link:calculationLink 060 - Disclosure - Stockholders’ Equity (Details) - Schedule of warrants activity link:presentationLink link:definitionLink link:calculationLink 061 - Disclosure - Stockholders’ Equity (Details) - Schedule of stock option activity link:presentationLink link:definitionLink link:calculationLink 062 - Disclosure - Segment Information (Details) - Schedule of segment information link:presentationLink link:definitionLink link:calculationLink 063 - Disclosure - Income Taxes (Details) link:presentationLink link:definitionLink link:calculationLink 064 - Disclosure - Income Taxes (Details) - Schedule of provision for (benefit from) income taxes link:presentationLink link:definitionLink link:calculationLink 065 - Disclosure - Income Taxes (Details) - Schedule of deferred tax assets and liabilities link:presentationLink link:definitionLink link:calculationLink 066 - Disclosure - Income Taxes (Details) - Schedule of valuation allowance link:presentationLink link:definitionLink link:calculationLink 067 - Disclosure - Income Taxes (Details) - Schedule of provision for income taxes with the amounts link:presentationLink link:definitionLink link:calculationLink 068 - Disclosure - Commitments and Contingencies (Details) link:presentationLink link:definitionLink link:calculationLink 069 - Disclosure - Related Party Transactions (Details) link:presentationLink link:definitionLink link:calculationLink 070 - Disclosure - Subsequent Events (Details) link:presentationLink link:definitionLink link:calculationLink 000 - Document - Document And Entity Information link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 8 onds-20211231_cal.xml XBRL CALCULATION FILE EX-101.DEF 9 onds-20211231_def.xml XBRL DEFINITION FILE EX-101.LAB 10 onds-20211231_lab.xml XBRL LABEL FILE EX-101.PRE 11 onds-20211231_pre.xml XBRL PRESENTATION FILE XML 12 R1.htm IDEA: XBRL DOCUMENT v3.22.1
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2021
Mar. 22, 2022
Jun. 30, 2021
Document Information Line Items      
Entity Registrant Name ONDAS HOLDINGS INC.    
Trading Symbol ONDS    
Document Type 10-K    
Current Fiscal Year End Date --12-31    
Entity Common Stock, Shares Outstanding   40,990,604  
Entity Public Float     $ 206,986,796
Amendment Flag false    
Entity Central Index Key 0001646188    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Document Period End Date Dec. 31, 2021    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
ICFR Auditor Attestation Flag false    
Document Annual Report true    
Document Transition Report false    
Entity File Number 000-56004    
Entity Incorporation, State or Country Code NV    
Entity Tax Identification Number 47-2615102    
Entity Address, Address Line One 411 Waverley Oaks Road,    
Entity Address, Address Line Two Suite 114,    
Entity Address, City or Town Waltham    
Entity Address, State or Province MA    
Entity Address, Postal Zip Code 02452    
City Area Code (888)    
Local Phone Number 350-9994    
Title of 12(b) Security Common Stock par value $0.0001    
Security Exchange Name NASDAQ    
Entity Interactive Data Current Yes    
Auditor Firm ID 89    
Auditor Name Rosenberg Rich Baker Berman, P.A.    
Auditor Location Somerset, NJ    
XML 13 R2.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2021
Dec. 31, 2020
ASSETS    
Cash $ 40,815,123 $ 26,060,733
Accounts receivable, net 1,213,195 47,645
Inventory, net 1,178,345 1,152,105
Other current assets 1,449,610 629,030
Total current assets 44,656,273 27,889,513
Property and equipment, net 1,031,999 163,084
Goodwill 45,026,583
Intangible assets, net 25,169,489 379,530
Long-term equity investment 500,000
Lease deposits 218,206 28,577
Operating lease right of use assets 836,025 51,065
Total other assets 71,750,303 459,172
Total assets 117,438,575 28,511,769
Current Liabilities:    
Accounts payable 2,411,085 2,368,203
Operating lease liabilities 550,525 56,168
Accrued expenses and other current liabilities 1,149,907 2,832,780
Secured promissory note, net of debt discount of $0 and $120,711, respectively 7,003,568
Deferred revenue 512,397 165,035
Notes payable 59,550
Total current liabilities 4,623,914 12,485,304
Notes payable 300,000 906,541
Accrued interest 40,152 36,329
Operating lease liabilities, net of current 241,677
Total long-term liabilities 581,829 942,870
Total liabilities 5,205,743 13,428,174
Commitments and Contingencies (Note 14)
Preferred stock - par value $0.0001; 5,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively, and none issued or outstanding at December 31, 2021 and December 31, 2020, respectively
Preferred stock, Series A - par value $0.0001; 5,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively, and none issued or outstanding at December 31, 2021 and December 31, 2020, respectively
Common stock - par value $0.0001; 116,666,667 shares authorized; 40,990,604 and 26,540,769 issued and outstanding, respectively December 31, 2021 and December 31, 2020, respectively 4,099 2,654
Additional paid in capital 192,502,122 80,330,488
Accumulated deficit (80,273,389) (65,249,547)
Total stockholders’ equity 112,232,832 15,083,595
Total liabilities and stockholders’ equity $ 117,438,575 $ 28,511,769
XML 14 R3.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Balance Sheets (Parentheticals) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Secured promissory note, net of debt discount (in Dollars) $ 0 $ 120,711
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 116,666,667 116,666,667
Common stock, shares issued 40,990,604 26,540,769
Common stock, shares outstanding 40,990,604 26,540,769
Series A Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
XML 15 R4.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]    
Revenues, net $ 2,906,771 $ 2,163,719
Cost of goods sold 1,810,942 1,236,051
Gross profit 1,095,829 927,668
Operating expenses:    
General and administration 11,781,503 7,641,234
Sales and marketing 1,487,394 1,223,767
Research and development 5,800,549 3,586,553
Total operating expenses 19,069,446 12,451,554
Operating loss (17,973,617) (11,523,886)
Other income    
Other income 591,900 20,209
Interest income 11,578 251
Interest expense (575,685) (1,936,847)
Change in fair value of derivative liability (37,607)
Total other income (expense), net 27,793 (1,953,994)
Loss before benefit from income taxes (17,945,824) (13,477,880)
Benefit from income taxes 2,921,982
Net loss $ (15,023,842) $ (13,477,880)
Net loss per share - basic and diluted (in Dollars per share) $ (0.44) $ (0.66)
Weighted average number of common shares outstanding, basic and diluted (in Shares) 34,180,897 20,428,490
XML 16 R5.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Stockholders’ Equity - USD ($)
Preferred Stock
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2019 $ 1,976 $ 39,339,449 $ (51,771,667) $ (12,430,242)
Balance (in Shares) at Dec. 31, 2019 19,756,154      
Stock-based compensation 4,676,362 4,676,362
Issuance of Series A in connection with private placement, net of costs $ 222 4,217,748 4,217,970
Issuance of Series A in connection with private placement, net of costs (in Shares) 2,217,500      
Issuance of Series A in connection with exchange of debt $ 13 265,766 265,779
Issuance of Series A in connection with exchange of debt (in Shares) 132,890      
Derivative liability (32,906) (32,906)
Reclassification of derivative 70,513 70,513
Mandatory conversion of Series A $ (235) $ 99 136
Mandatory conversion of Series A (in Shares) (2,350,390) 994,452      
Issuance in connection with extension of debt $ 4 389,996 390,000
Issuance in connection with extension of debt (in Shares) 40,000      
Shares issued in public offering, net of costs   $ 575 31,253,422 31,253,997
Shares issued in public offering, net of costs (in Shares)   5,750,163      
Forgiveness of accrued officer’s salary 150,002 150,002
Net loss (13,477,880) (13,477,880)
Balance at Dec. 31, 2020 $ 2,654 80,330,488 (65,249,547) 15,083,595
Balance (in Shares) at Dec. 31, 2020 26,540,769      
Stock-based compensation 3,253,590 3,253,590
Issuance of shares from 2021 Public Offering, net of costs $ 736 47,522,833 47,523,569
Issuance of shares from 2021 Public Offering, net of costs (in Shares)   7,360,000      
Issuance of shares in connection with acquisition of American Robotics, Inc. $ 675 52,514,123 52,514,798
Issuance of shares in connection with acquisition of American Robotics, Inc. (in Shares)   6,749,974      
Issuance of warrants in connection with acquisition of American Robotics, Inc. 6,904,543 6,904,543
Issuance of vested stock options in connection with acquisition of American Robotics, Inc. 380,330 380,330
Restricted stock units issued $ 15 (15)
Restricted stock units issued (in Shares)   152,410      
Shares issued in exercise of options $ 5 99,993 99,998
Shares issued in exercise of options (in Shares)   47,846      
Shares issued in exercise of warrants $ 14 1,361,134 1,361,148
Shares issued in exercise of warrants (in Shares)   139,605      
Forgiveness of accrued officer’s salary 135,103 135,103
Net loss (15,023,842) (15,023,842)
Balance at Dec. 31, 2021 $ 4,099 $ 192,502,122 $ (80,273,389) $ 112,232,832
Balance (in Shares) at Dec. 31, 2021 40,990,604      
XML 17 R6.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITES    
Net loss $ (15,023,842) $ (13,477,880)
Adjustments to reconcile net loss to net cash flows used in operating activities:    
Depreciation 116,231 97,759
Amortization of deferred financing costs 120,712 712,395
Provision for obsolete inventory 100,254
PPP Loan forgiveness (666,091)
Amortization of intangible assets 1,396,364 19,840
Deferred income taxes, release of valuation allowance (2,921,982)
Change in fair value of derivative liability 37,607
Amortization of right of use asset 302,931 280,354
Loss on Intellectual Property 97,789 33,334
Stock-based compensation 3,253,590 4,676,362
Changes in operating assets and liabilities:    
Accounts receivable (1,153,315) (27,433)
Inventory (126,494) (297,904)
Other current assets (696,280) (430,357)
Accounts payable (86,658) 46,004
Deferred revenue 314,370 (213,815)
Operating lease liability (336,432) (485,687)
Accrued expenses and other current liabilities (1,586,563) 1,495,165
Net cash flows used in operating activities (16,895,416) (7,534,256)
CASH FLOWS FROM INVESTING ACTIVITIES    
Patent costs (104,112) (31,117)
Purchase of equipment (923,718) (8,598)
Purchase of American Robotics, Inc., net of cash acquired (6,517,338)
Investment in Dynam A.I. (500,000)
Security deposit (165,463) 23,575
Cash disbursement on note receivable (2,000,000)  
Net cash flows used in investing activities (10,210,631) (16,140)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from paycheck protection program loan 666,091
Proceeds from sale of preferred stock, net of costs 4,217,970
Proceeds from sale of common stock, net of costs 47,523,569 31,253,998
Proceeds from exercise of stock options and warrants 1,461,146
Payments on loan payable (7,124,278) (4,679,958)
Net cash flows provided by financing activities 41,860,437 31,458,101
Increase in cash and cash equivalents 14,754,390 23,907,705
Cash and cash equivalent, beginning of period 26,060,733 2,153,028
Cash and cash equivalents, end of period 40,815,123 26,060,733
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:    
Cash paid for interest 1,042,737 337,097
Cash paid for income taxes
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:    
Forgiveness of accrued officer’s salary 135,103 150,002
Debt exchanged for preferred stock 265,779
Accrued interest converted to debt 1,254,236
Shares issue for extension of debt 390,000
Common stock, warrants and forgiveness of note receivable in relation to acquisition of American Robotics $ 61,811,179
XML 18 R7.htm IDEA: XBRL DOCUMENT v3.22.1
Description of Business and Basis of Presentation
 12 Months Ended
Dec. 31, 2021
Description of Business and Basis of Presentation [Abstract]  
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION 

 

The Company

 

Ondas Holdings Inc. (“Ondas Holdings”, “Ondas”, the “Company,” “we,” or “our”) was originally incorporated in Nevada on December 22, 2014, under the name of Zev Ventures Incorporated. On September 28, 2018, we acquired Ondas Networks Inc., a Delaware corporation (“Ondas Networks”), and changed our name to Ondas Holdings Inc. On August 5, 2021, we acquired American Robotics, Inc. (“American Robotics” or “AR”), a Delaware corporation. As a result of these acquisitions, Ondas Networks and American Robotics became our wholly owned subsidiaries. These two wholly owned subsidiaries are now Ondas’ primary focus. Ondas’ corporate headquarters are located in Waltham, MA. Ondas Networks has offices and facilities in Sunnyvale, California, and American Robotics’ offices and facilities are located in Waltham, Massachusetts and Marlborough, Massachusetts.

 

Ondas has a third wholly owned subsidiary, FS Partners (Cayman) Limited, a Cayman Islands limited liability company (“FS Partners”), and one majority owned subsidiary, Full Spectrum Holding Limited, a Cayman Islands limited liability company (“FS Holding”), which owned 100% of Ondas Network Limited, organized in Chengdu Province, China. FS Partners and Ondas Network Limited were both formed for the purpose of operating in China. As of December 31, 2019, we revised our business strategy, and discontinued all operations in China. On June 2, 2020, Ondas Network Limited was deregistered by the authority of the Chengdu High-Tech Zone, Market Supervision Administration. Both FS Partners and FS Holdings had no operations during 2020 and 2021, and we are in the process of dissolving them and expect the process to be completed by the end of 2022.

 

Business Activity

 

Ondas is a leading provider of private wireless, drone, and automated data solutions through its wholly owned subsidiaries Ondas Networks and American Robotics. Ondas Networks and American Robotics together provide users in rail, energy, mining, agriculture, and critical infrastructure markets with improved connectivity, data collection capabilities, and automated decision-making to improve operations. We operate our two subsidiaries as separate business segments.

 

Ondas Networks

 

Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security.

 

We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16s standard.

 

American Robotics

 

American Robotics designs, develops and manufactures autonomous drone systems, providing high-fidelity, ultra-high-resolution aerial data to enterprise customers. We provide our customers turnkey data solutions designed to meet their unique requirements in the field. We do this via our internally developed Scout System™, an industrial drone platform which provides commercial and government customers with the ability to continuously digitize, analyze, and monitor their assets and field operations in near real-time.

 

The Scout System™ has been designed from the ground up as an end-to-end product capable of continuous unattended operations in the real world. Powered by innovations in robotics automation, machine vision, edge computing, and AI, the Scout System™ provides efficiencies as a drone solution for commercial use. Once installed in the field at customer locations, a fleet of connected Scout Systems remain indefinitely in an area of operation, automatically collecting data each day, self-charging, and seamlessly delivering data analysis regularly and reliably. AR markets the Scout System™ under a Robot-as-a-Service (“RaaS”) business model, whereby our drone platform aggregates customer data and provides the data analytics meeting customer requirements in return for an annual subscription fee.

 

The Scout System™ consists of (i) Scout™, a highly automated, AI-powered drone with advanced imaging payloads (ii) the ScoutBaseTM, a ruggedized weatherproof base station for housing, charging, data processing, and cloud transfer, and (iii) ScoutViewTM, a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere in the world. These major subsystems are connected via a host of supporting technologies. Using a suite of proprietary technologies, including Detect-and-Avoid (“DAA”) and other proprietary intelligent safety systems, we achieved the first and only Federal Aviation Administration (“FAA”) approval for automated operations without a human on-site in the United States on January 15, 2021.

 

Reverse Stock Split

 

On November 3, 2020, the Board of Directors of the Company approved a 1-for-3 reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share.  The Company’s common stock commenced trading on a post-split basis on November 16, 2020. All common stock, stock options, restricted stock units, warrants and related per share amounts for all periods presented have been retroactively adjusted to give effect to the Reverse Stock Split.

 

Liquidity

 

We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2021, we had stockholders’ equity of approximately $112,233,000. On December 31, 2021, we had net long-term borrowings outstanding of approximately $300,000 and no short-term borrowings. On December 31, 2021, we had cash of approximately $40,815,000 and working capital of approximately $40,032,000.

 

In December 2020, the Company completed a registered public offering of its common stock, generating net proceeds of approximately $31,254,000. In June 2021, the Company completed another registered public offering of its common stock, generating net proceeds of approximately $47,524,000. We believe the funds raised in the December 2020 and June 2021 equity offerings, in addition to growth in revenue expected as the Company executes its business plan, will fund its operations for at least the next twelve months from the issuance date of the accompanying financial statements.

 

Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products and services from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacture and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurance that we will generate revenue and cash as expected in our current business plan. We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial conditions, or results of operations.

 

COVID-19

 

In December 2019, a novel strain of coronavirus (“COVID-19”) was identified and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States.

 

The Company’s business, financial condition and results of operations were impacted from the COVID-19 pandemic for the years ended December 31, 2021 and 2020 as follows:

 

●sales and marketing efforts were disrupted as our business development team was unable to travel to visit customers and customers were unable to receive visitors for on-location meetings;
   
●field activity for testing and deploying our wireless systems was delayed due to the inability for our field service team to install and test equipment for our customers; and
   
●

Manufacturing and sales were disrupted due to ongoing supply chain constraints for certain critical parts.

 

In the first quarter of 2020, we reduced our business activity to critical operations only, and furloughed 80% of our workforce. Per orders issued by the Health Officer of the County of Santa Clara, our corporate offices and facilities were closed, except for functions related to the support of remote workers and product support related to the essential transportation sector. On May 13, 2020, we reopened our offices and facilities and as of December 31, 2020 we had no employees remaining on furlough. Of the 18 employees previously furloughed, 14 are currently employed by us.

 

The Company expects its business, financial condition and results of operations will be impacted from the COVID-19 pandemic during 2022, primarily due to the slowdown of customer activity during 2020 and 2021, ongoing supply chain constraints for certain critical parts, and difficulties in attracting employees. The extent to which the coronavirus may impact our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and its variants. As a result, the Company is unable to reasonably estimate the full extent of the impact from the COVID-19 pandemic on its future business, financial conditions, and results of operations. In addition, if the Company were to experience any new impact to its operations or incur additional unanticipated costs and expenses as a result of the COVID-19 pandemic, such operational delays and unanticipated costs and expenses could further adversely impact the Company’s business, financial condition and results of operations during 2022.
XML 19 R8.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

 

Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, Ondas Networks, American Robotics, Inc. and FS Partners, and our majority owned subsidiary, FS Holding. All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements. 

 

Business Combinations

 

The Company utilized ASC 805, Business Combinations (“ASC 805”) to account for the August 5, 2021 acquisition of American Robotics (see note 5 for more details).

 

Goodwill and Intangible Assets

 

Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform goodwill impairment process.

 

Intangible assets represent patents, licenses, and allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

 

We amortize our intangible assets with a finite life on a straight-line basis, over 20 years for patents; 10 years for developed technology, 10 years for licenses, trademarks, and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements.

 

Segment Information

 

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and American Robotics as the CODM reviews financial information for these two businesses separately The Company has no inter-segment sales. 

 

Use of Estimates

 

The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2021 and 2020, we had no cash equivalents. The Company periodically monitors its positions with, and the credit quality of the financial institutions with which it invests. Periodically, throughout the year, and as of December 31, 2021, the Company has maintained balances in excess of federally insured limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.

 

Accounts Receivable

 

Accounts receivable are stated at a gross invoice amount less an allowance for credit losses. We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness and receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information is received. We had no allowance for credit losses as of December 31, 2021 and 2020.

 

Inventory

 

Inventories, which consist solely of raw materials, work in process and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value, net of reserves for obsolete inventory. We continually analyze our slow-moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. On December 31, 2021 and 2020, such reserves were $100,254 and $0, respectively.

 

Inventory consists of the following:

 

   December 31,
2021		   December 31,
2020		 
Raw Material  $1,153,254   $911,753 
Work in Process   65,192    172,207 
Finished Goods   60,153    68,145 
Less Inventory Reserves   (100,254)   
-
 

Total Inventory, Net

  $1,178,345   $1,152,105 

 

Property and Equipment

 

All additions, including improvements to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is principally recorded using the straight-line method over the estimated useful lives of the assets. The estimated useful lives typically are (i) three to seven years for computer equipment and software, (ii) five years for vehicles and base stations, (iii) five to seven years for furniture and fixtures and test equipment, and (iv) two years for drones. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon the disposal of property, the asset and related accumulated depreciation accounts are relieved of the amounts recorded therein for such items, and any resulting gain or loss is recorded in operating expenses in the year of disposition.

 

Software

 

Costs incurred internally in researching and developing a software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products. As of December 31, 2021 and 2020, the Company had no internally developed software.

 

Impairment of Long-Lived Assets

 

Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows is less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. The impairments of long-lived assets was $97,789 and $33,334 for the years ended December 31, 2021 and 2020, respectively.

 

Research and Development

 

Costs for research and development are expensed as incurred. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.

 

Fair Value of Financial Instruments

 

Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments.

 

We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

 

Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:

 

  Level 1 -- Unadjusted quoted prices in active markets for identical assets or liabilities.
       
  Level 2 -- Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
       
  Level 3 -- Unobservable inputs for the asset or liability.

 

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the years ended December 31, 2021 and 2020:

 

   Fair Value Measurements
Using Significant
Unobservable Inputs
(Level 3)		 
   December 31, 
   2021   2020 
         
Balance, beginning of period  $
   -
   $
   -
 
Recognition of derivative liability   
-
    (32,906)
Change in fair value of derivative liability   
-
    (37,607)
Reclassification to additional paid in capital   
-
    70,513 
Balance, end of period  $
-
   $
-
 

 

The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

 

We utilized a “with-and-with-out” approach to determine the fair value of the derivative liability for the embedded antidilution conversion feature. We used an option pricing back solve method based on the closing price of the Company’s common stock to determine the implied value of the Series A Preferred both with and without the embedded antidilution conversion feature. The difference in the implied value was then multiplied by the probability the embedded antidilution conversion feature would be applicable upon conversion, as estimated by management, to determine the fair value of the embedded antidilution conversion feature as of the reporting period.

 

Derivative Liability for Embedded Conversion Features

 

The Company evaluates its financial instruments to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other bifurcated embedded derivative instruments in the convertible instrument, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense.

 

Deferred Offering Costs

 

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of equity financings, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financings be abandoned, the deferred offering costs are expensed immediately as a charge to other income (expense) in the consolidated statement of operations. For the years ended December 31, 2021 and 2020, the Company recorded reduction in additional paid-in capital of $390,032 and $929,299, respectively. For the years ended December 31, 2021 and 2020, the Company expensed offering costs of $0 and $0, respectively.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision.

 

Share-Based Compensation

 

We calculate share-based compensation expense for option awards and certain warrant issuances (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

 

We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of Common Stock issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.

 

Shipping and Handling

 

We expense all shipping and handling costs as incurred. These costs are included in cost of goods sold on the accompanying consolidated financial statements.

 

Revenue Recognition

 

Development projects

 

Ondas has two business segments that generate revenue: Ondas Networks and American Robotics. Ondas Networks generates revenue from product sales, services, and development projects. American Robotics generates revenue through data subscription services and development projects.

 

Ondas Networks is engaged in the development, marketing, and sale of wireless radio systems for secure, wide area mission-critical, business-to-business networks. Ondas Networks generates revenue primarily from the sale of our FullMAX System and the delivery of related services, along with non-recurring engineering (“NRE”) development projects with certain customers.

 

American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The Scout System consists of the Scout drone and the ScoutBaseTM and is owned, installed, and maintained on the customer premises by American Robotics. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutViewTM, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates revenue from development projects for customers who are interested in customized solutions.

 

Revenue for development projects is typically recognized over time using a percentage of completion input method, whereby revenues are recorded on the basis of the Company’s estimates of satisfaction of the performance obligation based on the ratio of actual costs incurred to total estimated costs. The input method is utilized because management considers it to be the best available measure of progress as the performance obligations are completed.

 

Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of revenue and cost of revenue are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods base in the performance completed to date.

 

As of August 5, 2021, American Robotics had signed subscription agreements of varying contract lengths with customers in multiple industries including agriculture, oil and gas and materials management. Subscription revenue is recognized on straight line basis over the length of the customer subscription agreement. If a subscription payment is received prior to installation and operation of the Scout System, it is held in deferred revenue and recognized after operation commences over the length of the subscription service. American Robotics also provides customized data solutions for certain customers and receives development revenue for those services.

 

Collaboration Arrangements within the Scope of ASC 808, Collaborative Arrangements

 

The Company’s development revenue includes contracts where the Company and the customer work cooperatively to develop software and hardware applications. The Company analyzes these contracts to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. As of December 31, 2021 and 2020, the Company has not identified any contracts with its customers that meet the criteria of ASC 808.

 

Arrangements within the Scope of ASC 606, Revenue from Contracts with Customers

 

Under ASC 606, the Company recognizes revenue when the customer obtains control of promised products or services, in an amount that reflects the consideration which is expected to be received in exchange for those products or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer.

 

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised product or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available. Sales and other taxes collected on behalf of third parties are excluded from revenue. For the years ended December 31, 2021 and 2020, none of our contracts with customers included variable consideration.

 

Contracts that are modified to account for changes in contract specifications and requirements are assessed to determine if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the years ended December 31, 2021 and 2020, there were no modifications to contract specifications.

 

Product revenue is comprised of sales of the Ondas Networks’ software defined base station and remote radios, its network management and monitoring system, and accessories. Ondas Networks’ software and hardware is sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty. Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract.

 

Service revenue is comprised of separately priced extended warranty sales, network support and maintenance, remote monitoring, as well as ancillary services directly related to the sale of the Ondas Networks’ wireless communications products including wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. The extended warranty Ondas Networks sells provides a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage. The extended warranty includes 1) factory hardware repair or replacement of the base station and remote radios, at our election, 2) software upgrades, bug fixes and new features of the radio software and network management systems (“NMS”), 3) deployment and network architecture support, and 4) technical support by phone and email. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service and extended warranty based on the stand-alone selling prices of these performance obligations, which are stated in our contracts. Revenue for the extended warranty is recognized overtime.

 

Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, a significant portion of this revenue is generated through four contracts with two customers whereby Ondas Networks is to develop such applications to interoperate within the customers infrastructure. For these contracts, Ondas Networks and the customers work cooperatively, whereby the customers’ involvement is to provide technical specifications for the product design, as well as, to review and approve the project progress at various markers based on predetermined milestones. The products developed are not able to be sold to any other customer and are based in part upon existing Ondas Networks and customer technology. Development revenue is recognized as services are provided over the life of the contract as Ondas Networks has an enforceable right to payment for services completed to date and there is no alternative use of the product.

 

If the customer contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts within our service revenues that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is then allocated to the performance obligations using the relative selling prices of each of the performance obligations in the contract.

 

Ondas Networks’ payment terms vary and range from Net 15 to Net 30 days from the date of the invoices for product and services related revenue. Ondas Networks’ payment terms for the majority of their development related revenue carry milestone related payment obligations which span the contract life. For milestone-based contracts, the customer reviews the completed milestone and once approved, makes payment pursuant to the applicable contract.

 

American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutViewTM, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates development revenue from customers who are interested in customized solutions.

 

Disaggregation of Revenue

 

The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.

   Years Ended December 31, 
   2021   2020 
Type of Revenue        
Product revenue  $405,570   $1,151,557 
Service and subscription revenue   96,933    62,410 
Development revenue   2,401,474    943,357 
Other revenue   2,794    6,395 
Total revenue  $2,906,771   $2,163,719 

 

Of the service and subscription revenue above, $66,617 and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.

 

    Years Ended December 31,  
    2021     2020  
Timing of Revenue            
Revenue recognized point in time   $ 438,413     $ 1,287,132  
Revenue recognized over time     2,468,358       876,587  
Total revenue   $ 2,906,771     $ 2,163,719  

 

Of the revenue recognized over time above, $66,617and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.

 

Contract Assets and Liabilities

 

We recognize a receivable or contract asset when we perform a service or transfer a good in advance of receiving consideration. A receivable is recorded when our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. A contract asset is recorded when our right to consideration in exchange for goods or services that we have transferred or provided to a customer is conditional on something other than the passage of time. We did not have any contract assets recorded on December 31, 2021 and 2020.

 

We recognize a contract liability when we receive consideration, or if we have the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration, or an amount of consideration is due from the customer. The table below details the activity in our contract liabilities during the years ended December 31, 2021 and 2020, and the balance at the end of each year is reported as deferred revenue in the Company’s consolidated balance sheet.

 

    Years Ended December 31,  
    2021     2020  
Balance, beginning of year   $ 165,035     $ 378,850  
Additions     2,238,137       1,053,850  
Transfer to revenue     (1,890,775 )     (1,267,665 )
Balance, end of year   $ 512,397     $ 165,035  

 

Warranty Reserve

 

For our software and hardware products, we provide a limited one-year assurance-type warranty and for our development service, we provide no warranties. The assurance-type warranty covers defects in material and workmanship only. If a software or hardware component is determined to be defective after being tested by the Company within the one-year, the Company will repair, replace or refund the price of the covered hardware and/or software to the customer (not including any shipping, handling, delivery or installation charges). We estimate, based upon a review of historical warranty claim experience, the costs that may be incurred under our warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance-type warranties and has determined that the estimated outstanding warranty obligations on December 31, 2021 and 2020 are immaterial to the Company’s financial statements.

 

Leases

 

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2021, the Company’s operating leases consisted of office space in Sunnyvale, CA (the “Gibraltar Lease”) and Marlborough, MA (the “American Robotics Lease”). For the year ended December 31, 2020, the Company had operating leases primarily consisting of two office space leases in Sunnyvale, California (the “North Pastoria Lease” and the “Gibraltar Lease”) (collectively, the “Sunnyvale Leases”). On December 31, 2020, the North Pastoria Lease expired. The Gibraltar Lease expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms.

 

On January 24, 2020, the Company and a third party (the “Sublessee”) entered into a Sublease agreement (the “Sublease”) on the North Pastoria Lease, wherein the Sublessee occupied the premises through December 31, 2020. The Sublessee made rent payments of approximately $9,666 and management fee payments of approximately $457 per month beginning February 1, 2020, and a one-time security deposit of $19,332. Sublease rental income for the period from February 1 through December 31, 2020 was $111,349. On December 31, 2020, $10,122 of the security deposit was applied to the December 2020 amount due and the balance was refunded on January 19, 2021.

 

On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with the owner and landlord (the “2021 Gibraltar Lease”), wherein the base rate is $45,000 per month, with a security deposit in the amount of $90,000.

 

On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space to approximately 10,450 square feet. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022. These facilities also serve as Ondas corporate headquarters.

 

We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of the lease payments. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying assets. We have elected not to separate lease and non-lease components for any class of underlying asset.

 

Lease Costs

 

   Years ended December 31, 
   2021   2020 
Components of total lease costs:        
Operating lease expense  $522,012   $325,839 
Short-term lease costs (1)   45,498    7,650 
Sublease rental income   
-
    (111,349)
Total lease costs  $567,510   $222,140 

 

(1)Represents short-term leases which are immaterial.

 

Lease Positions as of December 31, 2021 and 2020

 

ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:

 

    December 31,  
    2021     2020  
Assets:            
Operating lease assets   $ 836,025     $ 51,065  
Total lease assets   $ 836,025     $ 51,065  
                 
Liabilities:                
Operating lease liabilities, current   $ 550,525     $ 56,168  
Operating lease liabilities, net of current     241,677      
-
  
Total lease liabilities   $ 792,202     $ 56,168  

 

Other Leases Information

 

   Years ended
December 31,		 
   2021   2020 
Operating cash flows for operating leases  $525,938   $531,166 
           
Weighted average remaining lease term (in years)- operating lease   1.48    0.2 
Weighted average discount rate – operating lease   10.93%   14%

 

Undiscounted Leases Cash Flows

 

Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2021, as follows:

 

Years ending December 31,    
2022  $603,003 
2023  246,242 
2024  9,338 
Total future minimum lease payments  $858,583 
Lease imputed interest  (66,381)
Total  $792,202 

 

Net Loss Per Common Share

 

Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each period. Diluted net loss per share is the same as basic net loss per share since the Company has net losses for each period presented.

 

The following potentially dilutive securities for the years ended December 31, 2021 and 2020 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

 

   Years Ended
December 31,		 
   2021   2020 
Warrants to purchase common stock   3,258,961    1,832,910 
Options to purchase common stock   687,448    568,006 
Restricted stock units   518,750    501,160 
Total potentially dilutive securities   4,465,159    2,902,076 

 

Concentrations of Credit Risk

 

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.

 

Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintains an allowance for credit losses.

 

Concentration of Customers

 

The table below sets forth the Company’s customers that accounted for greater than 10% of its revenues for the years ended December 31, 2021 and 2020, respectively:

 

   Years Ended
December 31,		 
Customer  2021   2020 
A   41%   47%
B   55%   46%

 

Customers A and B accounted for 54% and 36% of the Company’s accounts receivable balance as of December 31, 2021, respectively.

 

Customer B accounted for 14% of the Company’s accounts receivable balance, while 86% was held by customers with less than 5% of the Company’s revenue for the year ended December 31, 2020.

 

Recently Adopted Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period tax allocation and calculating income taxes in interim periods. ASU 2019-12 is applicable to all entities subject to income taxes. ASU 2019-12 provides guidance to minimize complexity in certain areas by introducing a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and guides whether to relate a step-up tax basis to a business combination or separate transaction. ASU 2019-12 changes the current guidance of making an intraperiod allocation, determining when a tax liability is recognized after a foreign entity investor transition to or from equity method of accounting, accounting for tax law changes and year-to-date losses in interim periods, and determining how to apply income tax guidance to franchise taxes. The amendments from ASU 2019-12 are effective for all public business entities for fiscal years beginning after December 15, 2020 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2021 and for interim periods beginning after December 15, 2022. Early adoption was permitted. The adoption of this pronouncement during the year ended December 31, 2021 had no impact on our accompanying consolidated financial statements.

Recently Issued Accounting Pronouncements

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The new guidance creates an exception to the general recognition and measurement principles of ASC 805, Business Combinations. The new guidance should be applied prospectively and is effective for all public business entities for fiscal years beginning after December 15, 2022 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of ASU No. 2021-08 on its consolidated financial statements.

 

In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of January 1, 2024.

 

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models previously used under U.S. generally accepted accounting principles, which generally require that a loss be incurred before it is recognized. The new standard also applies to financial assets arising from revenue transactions such as contract assets and accounts receivables. For public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effects of the adoption of ASU No. 2016-13 on its consolidated financial statements. 

 

Reclassification

 

Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.
XML 20 R9.htm IDEA: XBRL DOCUMENT v3.22.1
Other Current Assets
 12 Months Ended
Dec. 31, 2021
Disclosure of Other Current Assets [Abstract]  
OTHER CURRENT ASSETS

NOTE 3 – OTHER CURRENT ASSETS

 

Other current assets consist of the following:

 

   Years Ended
December 31,		 
   2021   2020 
Prepaid insurance  $1,026,212   $623,627 
Other prepaid expenses   423,398    5,403 
Total other current assets  $1,449,610   $629,030 
XML 21 R10.htm IDEA: XBRL DOCUMENT v3.22.1
Property and Equipment
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

   Years Ended
December 31,		 
   2021   2020 
         
Vehicles  $149,916   $149,916 
Computer equipment   183,869    112,615 
Furniture and fixtures   141,053    94,053 
Software   88,284    61,287 
Leasehold improvements   37,401    28,247 
Development equipment   56,275    25,395 
Base stations   117,850    
-
 
Drones   54,969    
-
 
Construction in progress   627,044    
-
 
    1,456,661    471,513 
Less: accumulated depreciation   (424,662)   (308,429)
Total property and equipment  $1,031,999   $163,084 

 

Depreciation expense for the years ended December 31, 2021 and 2020 was $116,231 and $97,759, respectively. During 2020, fully depreciated assets totaling $36,367 were written off.
XML 22 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Business Acquisition
 12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
GOODWILL AND BUSINESS ACQUISITION

NOTE 5 – GOODWILL AND BUSINESS ACQUISITION

 

We account for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). The excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill. On May 17, 2021, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Drone Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Drone Merger Sub II Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub II”), American Robotics, and Reese Mozer, solely in his capacity as the representative of American Robotics’ Stockholders (as defined in the Agreement).

 

On August 5, 2021 (the “Closing Date”), the Company’s stockholders approved the issuance of shares of the Company’s common stock, including shares of common stock underlying Warrants (as defined below), in connection with the acquisition of American Robotics.

 

On the Closing Date, American Robotics merged with and into Merger Sub I (“Merger I”), with American Robotics continuing as the surviving entity, and American Robotics then subsequently and immediately merged with and into Merger Sub II (“Merger II” and, together with Merger I, the “Mergers”), with Merger Sub II continuing as the surviving entity and as a direct wholly owned subsidiary of the Company. Simultaneously with Merger II, Merger Sub II was renamed American Robotics, Inc.

 

Pursuant to the Agreement, American Robotics stockholders and certain service providers received (i) cash consideration in an amount equal to $7,500,000, less certain indebtedness, transaction expenses and other expense amounts as described in the Agreement; (ii) 6,750,000 shares of the Company’s common stock (inclusive of 26 fractional shares paid in cash as set forth in the Agreement); (iii) warrants exercisable for 1,875,000 shares of the Company’s common stock (the “Warrants”) (inclusive of 24 fractional shares paid in cash and the equivalent of Warrants for 309,320 shares representing the value of options exercisable for 211,038 shares issued under the Company’s incentive stock plan and reducing the aggregate amount of Warrants as set forth in the Agreement); and (iv) the cash release from the PPP Loan Escrow Amount (as defined in the Agreement). Each of the Warrants entitle the holder to purchase a number of shares of the Company’s common stock at an exercise price of $7.89. Each of the Warrants shall be exercisable in three equal annual instalments commencing on the one-year anniversary of the Closing Date and shall have a term of ten years. 59,544 of the stock options were issued fully vested to employees who did not exercise their American Robotics options prior to the Closing Date and had no ongoing service requirements and therefore they were included in the purchase consideration. The remaining 151,494 stock options issued vest over four years and are contingent on ongoing employment by the employee and are recorded as compensation expense over the service period.

    

During the year ended December 31, 2021, the Company incurred approximately $1,644,000 in transaction costs for professional fees and expenses, which are included in General and administration operating expenses on the Consolidated Statements of Operations.

 

Also on the Closing Date, the Company entered into employment agreements and issued 1,375,000 restricted stock units (“RSUs”) under the Company’s incentive stock plan to key members of American Robotics’ management. These RSUs vest in equal installments on the next three anniversaries of the Closing Date and vesting is contingent on the individuals remaining employed by the Company. These RSUs are not included in purchase consideration and are expensed ratably over the service period. They were valued at the closing market price on the Closing Date. The compensation expense recognized in 2021 in respect of these restricted stock units was $1,452,385, and as of December 31, 2021 the unrecognized compensation expense was $9,244,115.

 

Lock-Up and Registration Rights Agreement

 

On May 17, 2021, the Company entered into a lock-up and registration rights agreement, by and among the Company and the directors and officers of American Robotics (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement (i) the Company agreed to file a resale registration statement for the Registrable Securities (as defined in the Registration Rights Agreement) no later than 90 days following the closing of the Mergers, and to use commercially reasonable efforts to cause it to become effective as promptly as practicable following such filing, (ii) the directors and officers and other American Robotics stockholders who sign a joinder to such agreement were granted certain piggyback registration rights with respect to registration statements filed subsequent to the closing of the Mergers, and (iii) the directors and officers of American Robotics agreed, subject to certain customary exceptions, not to sell, transfer or dispose of an aggregate of 2,583,826 shares of Company common stock for a period of 180 days from the closing of the Mergers. In connection with the Mergers, the stockholders of American Robotics entered into a Joinder to Lock-Up and Registration Rights Agreement.

 

The following table summarizes the consideration paid for American Robotics and the final allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.

 

Consideration:

 

Fair value of total consideration transferred  $69,311,577 
Fair value of assets acquired:     
Cash  $920,011 
Other current assets   148,043 
Property and equipment   61,430 
Intangible assets   26,180,000 
Right of use asset   463,252 
Other long-term assets   87,217 
Total assets acquired   27,859,953 
Fair value of liabilities assumed:     
Accounts payable   129,541 
Deferred revenue   32,992 
Accrued payroll and rent   42,617 
Lease liabilities   447,827 
Deferred tax liability   2,921,982 
Total liabilities assumed   3,574,959 
Total net assets acquired   24,284,994 
Goodwill   45,026,583 
Total  $69,311,577 

 

Our results for the year ended December 31, 2021 include results from American Robotics between August 6, 2021 and December 31, 2021. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of American Robotics had occurred on January 1, 2020. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2020 or what the Company’s operating results will be in future periods.

 

   (Unaudited) 
   Years Ended 
   December 31, 
   2021   2020 
Revenue, net  $2,967,591   $1,977,698 
Net loss  $(23,974,346)  $(19,090,387)
Basic Earnings Per Share  $(0.56)  $(0.46)
Diluted Earnings Per Share  $(0.56)  $(0.46)

 

The intangible assets acquired include the trademarks, FAA waiver, developed technology, non-compete agreements, and customer relationships (see note 6). The deferred tax liability represents the tax effected timing differences relating to the acquired intangible assets to the extent they are not offset by acquired deferred tax assets.

 

The final allocation of purchase price has changed from the preliminary allocation because of changes in the valuation of intangibles and the 382 analysis of American Robotics net loss operating carryforwards. The resulting changes were a reduction in intangibles assets of $21,080,00, a reduction in the deferred tax liability of $9,818,238 and net other changes of $3,838 resulting in an increase in goodwill of $11,245,618.

 

The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. No portion of the goodwill is deductible for tax purposes.

 

We acquired American Robotics in order to broaden the industrial data solutions Ondas is able to provide to customers. The drone is the ultimate data gathering device at the edge of field area operations and American Robotics’ Scout System is a world class drone platform. We believe that combining the technical and industry expertise of Ondas Networks and American Robotics will be highly valued by our customers.
XML 23 R12.htm IDEA: XBRL DOCUMENT v3.22.1
Intangible Assets
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

NOTE 6 – INTANGIBLE ASSETS

 

The components of intangible assets, all of which are finite lived, were as follows:

 

    December 31, 2021     December 31, 2020        
    Gross
Carrying
Amount		     Accumulated
Amortization		     Net
Carrying
Amount		     Gross
Carrying
Amount		     Accumulated
Amortization		     Net  Carrying Amount     Useful
Life		  
                                           
Patents   $ 75,266     $ (13,077 )   $ 62,189     $ 25,598     $ (3,809 )   $ 21,789       10  
Patents in process     89,767      
-
       89,767       133,112      
-
       133,112      
N/A
 
Licenses     241,909       (41,471 )     200,438       241,909       (17,280 )     224,629       10  
Trademarks     3,230,000       (130,242 )     3,099,758      
-
      
-
      
-
       10  
FAA waiver     5,930,000       (239,113 )     5,690,887      
-
      
-
      
-
       10  
Developed technology     16,120,000       (650,000 )     15,470,000      
-
      
-
      
-
       10  
Non-compete agreements     840,000       (338,710 )     501,290      
-
      
-
      
-
       1  
Customer relationships     60,000       (4,839 )     55,161      
-
      
-
      
-
       5  
    $ 26,586,942     $ (1,417,452 )   $ 25,169,489     $ 400,619     $ (21,089 )   $ 379,530          

 

Amortization expense for years ended December 31, 2021 and 2020 was $1,396,364 and $19,840, respectively.

 

We recognized losses on intellectual property of $97,789 and $33,334 due to expiration of patent applications for the years ended December 31, 2021 and 2020, respectively.

 

Estimated amortization expense for the next five years for the intangible costs currently being amortized is as follows:

 

Year Ending December 31,   Estimated
Amortization		  
2022   $ 2,072,570  
2023   $ 2,571,280  
2024   $ 2,571,003  
2025   $ 2,571,003  
2026   $ 2,566,164  
XML 24 R13.htm IDEA: XBRL DOCUMENT v3.22.1
Long-Term Equity Investment
 12 Months Ended
Dec. 31, 2021
Disclosure of Investment [Abstract]  
LONG-TERM EQUITY INVESTMENT

NOTE 7 – LONG-TERM EQUITY INVESTMENT

 

On October 5, 2021, Ondas Holdings irrevocably subscribed and agreed to purchase 3,141,098 shares of Series A-1 Preferred Stock of Dynam.AI, Inc. (“Dynam”), a tech-enabled services provider for critical or complex artificial intelligence and machine learning projects, par value $0.00001 for the aggregate price of $500,000 representing subscription price of $0.15918 per share by way of a non-brokered private placement for approximately 11% ownership in Dynam. In addition to the equity investment, Ondas Holdings’ wholly owned subsidiary, American Robotics, Inc., entered into a development, services and marketing agreement with Dynam.AI on October 1, 2021. The agreement allows American Robotics to expand and enhance its IP library and analytics capabilities with artificial intelligence using physics-based algorithms and allows Dynam to further the development of Vizlab™, Dynam’s proprietary AI/ML platform, an advanced developer toolkit for data scientists.

 

This long-term equity investment consists of an equity investment in a private company through preferred shares, which are not considered in-substance common stock, that is accounted for at cost, with adjustments for observable changes in prices or impairments, and is classified as long-term equity investment on our consolidated balance sheets with adjustments recognized in other (expense) income, net on our consolidated statements of operations. The Company has determined that the equity investment does not have a readily determinable fair value and elected the measurement alternative. Therefore, the equity investment’s carrying amount will be adjusted to fair value at the time of the next observable price change for the identical or similar investment of the same issuer or when an impairment is recognized. Each reporting period, the Company performs a qualitative assessment to evaluate whether the investment is impaired. The assessment includes a review of recent operating results and trends, recent sales/acquisitions of the investee securities, and other publicly available data. If the investment is impaired, the Company writes it down to its estimated fair value. As of December 31, 2021 and 2020 the long-term equity investment had a carrying value of $500,000 and $0, respectively. 

 

Our CEO Eric Brock is a director of Dynam.
XML 25 R14.htm IDEA: XBRL DOCUMENT v3.22.1
Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2021
Disclosure of Accrued Expenses and Other Current Liabilities [Abstract]  
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consist of the following:

 

   Years Ended
December 31,		 
   2021   2020 
Accrued payroll and other benefits  $269,725   $2,125,981 
D&O insurance financing payable   719,313    479,712 
Accrued interest   
-
    44,579 
Accrued professional fees   117,008    115,000 
Other accrued expenses   43,861    67,508 
Total accrued expenses and other current liabilities $ 1,149,907 $ 2,832,780
XML 26 R15.htm IDEA: XBRL DOCUMENT v3.22.1
Secured Promissory Notes
 12 Months Ended
Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]  
SECURED PROMISSORY NOTES

NOTE 9 – SECURED PROMISSORY NOTES

 

Steward Capital Holdings LP

 

On March 9, 2018, we entered into a loan and security agreement (the “Agreement”) with Steward Capital Holdings LP (the “Steward Capital”) wherein Steward Capital made available to us a loan in the aggregate principal amount of up to $10,000,000 (the “Loan”). On March 9, 2018, the Company and Steward Capital, pursuant to the Agreement, entered into a Secured Term Promissory Note for $5,000,000, having a maturity date of September 9, 2019 (“Tranche A”). The Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%. The Agreement also included payments of $25,000 in loan commitment fees and $100,000 (1%) of the funding in loan facility charges. The loan commitment fees and $50,000 in loan facility charges associated with Tranche A were recorded as debt discount and amortized over the life of the Loan. There was also an end of term charge of $250,000. The end of term charge was being recorded as accreted costs over the term of the Loan. The Note was secured by substantially all of the assets of the Company.

 

On October 9, 2018, the Company and Steward Capital, pursuant to the Agreement, entered into a second Secured Term Promissory Note for $5,000,000 having a maturity date of April 9, 2020 (the “Second Note”) to complete the Agreement for $10,000,000. The Second Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%. Pursuant to the terms of the Agreement, the Company was required to pay a $50,000 loan facility charge.

 

On June 18, 2019, the Company and Steward Capital entered into a letter of agreement to amend the Agreement (the “First Amendment”) to (i) extend and amend the maturity date, as defined in Section 1.1 of the Agreement, to read in its entirety “means September 9, 2020” (the “Maturity Date”); (ii) waive the repayment requirement to Steward Capital under Section 2.3 of the Agreement, in connection with the then proposed public offering of the Company as described in the Company’s Registration Statement on Form S-1, as amended, originally filed on April 12, 2019, and (iii) waive the restriction by Steward Capital on the prepayment of Indebtedness under Section 7.4 of the Agreement. In connection with the waivers, extension and amendment, the Company agreed to pay to Steward Capital, upon the earlier of (a) the completion of the public offering as set forth in Section 2.3 of the Agreement and (b) ten (10) days following the Company’s receipt of Steward’s written demand therefor, a fee equal to three percent (3%) of the current outstanding principal balance of the Loan (as defined in the Agreement), neither of which have occurred at the time of this filing. The Company concluded that the modifications created by the First Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring. As the difference between the effective interest rate method and the straight-line method was deemed immaterial, the Company continued to amortize the deferred loan costs using the straight-line method over the remaining term of the Loan.

 

On October 28, 2019, the Company and Steward Capital entered into a letter of agreement to amend the Agreement, as amended (the “Second Amendment”) wherein the parties agreed to (i) extend and amend the due date for all accrued and unpaid interest starting September 2, 2019 to the Maturity Date and (ii) extend and amend the due date for the 3% fee payable to Steward Capital in connection with the First Amendment and waiver dated June 2019 to be payable on the Maturity Date. In connection with the extensions and amendments, the Company issued Steward Capital 120,000 shares of the Company’s common stock valued at $300,000 on December 15, 2019. The value was recorded as debt discount and amortized over the life of the Loan. The Company concluded that the modifications created by the Second Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring. As the difference between the effective interest rate method and the straight-line method was deemed immaterial, the Company continued to amortize the deferred loan costs using the straight-line method over the remaining term of the Loan.

 

The Agreement also contained covenants which included certain restrictions with respect to subsequent indebtedness, liens, loans and investments, asset sales and share repurchases and other restricted payments, subject to certain exceptions. The Agreement also contained financial reporting obligations. An event of default under the Agreement included, but was not limited to, breach of covenants, insolvency, and occurrence of any default under any agreement or obligation of the Company. In addition, the Agreement contained a customary material adverse effect clause which stated that in the event of a material adverse effect, an event of default would occur, and the lender had the option to accelerate and demand payment of all or any part of the loan. A material adverse effect was defined in the Agreement as a material change in our business, operations, properties, assets or financial condition or a material impairment of its ability to perform all obligations under its Agreement.

 

On September 4, 2020, the Company and Steward Capital entered into the Second Amendment to the Loan and Security Agreement (the “Second Amendment”) to (i) extend the Maturity Date to September 9, 2021 (the “Extended Maturity Date”) and agree to convert all accrued interest into the note, resulting in a new principal balance of $11,254,236, (ii) make all accrued and unpaid interest from September 9, 2020 through the date of maturity due on the Extended Maturity Date, (iii) on or before October 1, 2020, Company were to issue 40,000 shares of Company’s stock to Steward valued at $9.75 per share, or total of $390,000 (issued on September 30, 2020) and (iv) make the fee of 3% of the outstanding principal balance of the loan, or $300,000 (as defined in the First Amendment) due at the updated maturity date of September 9, 2021. The Company concluded that the modifications created by the Second Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring.

 

On April 14, 2021, the Company requested Steward Capital’s waiver of Section 7 (Covenants of Borrower), in connection with the acquisition of American Robotics, Inc (“American Robotics”). In connection with the waiver, the Company agreed to, upon consummation of the proposed acquisition, pay Steward Capital an additional $280,000, and upon the consummation of the proposed acquisition, Steward and the Company would amend the Agreement to modify the defined term “collateral” to include the intellectual property of American Robotics; however, the Company made a final payment to Steward Capital before closing of the acquisition.

 

On December 9, 2020, the Company made a $5,000,000 payment to Steward Capital, applying $4,679,958 to principal and $320,042 to accrued interest. On December 31, 2020, the principal balance was $7,003,568, net of debt discount of $120,711 and accreted cost of $550,000. On June 25, 2021, the Company made a final payment of $7,044,750 to Steward Capital, applying $6,574,278 to principal, $404,729 in interest and other fees, and $65,743 in early payment penalties. The agreement was terminated on July 1, 2021. On December 31, 2021 and 2020, accrued interest was $0 and $44,579, respectively, and was included in accrued expenses and other current liabilities in the balance sheet in the accompanying consolidated financial statements. Interest expense for the years ended December 31, 2021 and 2020 was $426,448 and $1,181,288, respectively.
XML 27 R16.htm IDEA: XBRL DOCUMENT v3.22.1
Long-Term Notes Payable
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
LONG-TERM NOTES PAYABLE

NOTE 10 – LONG-TERM NOTES PAYABLE

 

Convertible Promissory Notes

 

On September 14, 2017, the Company and an individual entered into a convertible promissory note with unilateral conversion preferences by the individual (the “Convertible Promissory Note”). On July 11, 2018, the Company’s Board approved certain changes to the Convertible Promissory Note wherein the conversion feature was changed from unilateral to mutual between the individual and the Company. 

 

The Company may at any time on or after a qualified public offering convert any unpaid repayment at the IPO conversion price. The conversion price is the lesser of the (i) price per share of Common Stock sold in the Qualified Public Offering, discounted by 20%, and (ii) the price per share of Common Stock based on a pre-money Company valuation of $50 million on a Fully Diluted Basis.

 

On both December 31, 2021 and 2020, the total outstanding balance of the convertible promissory note (the “Note”) was $300,000. The maturity date of the Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid. Accrued interest on December 31, 2021 and 2020 was $40,152 and $36,329, respectively. Interest expense for both years ended December 31, 2021 and 2020 was $15,000.

 

On September 27, 2019, the holder of the Note was granted a warrant to purchase 46,893 shares of common stock of the Company. The fair value of this warrant was recorded as financing costs in the accompanying consolidated financial statements.

 

Paycheck Protection Program Loan

 

On May 4, 2020, the Company applied for a loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the “SBA”). The loan, in the principal amount of $666,091 (the “PPP Loan”), was disbursed by Wells Fargo Bank, National Association (“Lender”) on May 6, 2020, pursuant to a Paycheck Protection Program Promissory Note and Agreement (the “Note and Agreement”).

 

The program was later amended by the Paycheck Protection Flexibility Act of 2020 whereby debtors were granted a minimum maturity date of the five-year anniversary of the funding date and a deferral of ten months from the end of the covered period. The PPP Loan bore interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), were to commence after the sixteen-month anniversary of the funding date. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Note and Agreement provided for customary events of default, including those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company could prepay the principal of the PPP Loan at any time without incurring any prepayment charges.

 

All or a portion of the PPP Loan could be forgiven by the SBA upon application to the Lender by the Company within 10 months after the last day of the covered period. The Lender would have 90 days to review borrower’s forgiveness application and the SBA had an additional 60 days to review the Lender’s decision as to whether the borrower’s loan could be forgiven. Under the CARES Act, loan forgiveness was available for the sum of documented payroll costs, covered rent payments, and covered utilities, and certain covered mortgage interest payments during the twenty-four-week period beginning on the date of the first disbursement of the PPP Loan. For purposes of the CARES Act, payroll costs excluded compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount could be for non-payroll costs. Forgiveness was reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually were reduced by more than 25%. On May 4, 2021, the Company submitted an application to the lender with supporting detail requesting forgiveness of the loan. On May 26, 2021, the Company received full forgiveness for both the principal and accrued interest, which is included in other income on the Company’s accompanying consolidated statements of operations.
XML 28 R17.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 11 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

On December 31, 2021, the Company had 116,666,667 shares of common stock, par value $0.0001 (the “Common Stock”), authorized for issuance, of which 40,990,604 shares of our Common Stock were issued and outstanding.

 

Preferred Stock

 

On December 31, 2021, the Company had 10,000,000 shares of preferred stock, par value $0.0001, authorized, of which 5,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”) and 5,000,000 shares are non-designated (“blank check”) shares. As of December 31, 2021 and December 31, 2020, the Company had no preferred stock outstanding.

 

The Company evaluated its Series A Preferred to determine if those instruments or embedded components of those instruments qualify as derivatives to be accounted for separately. The Preferred Shares include an embedded contingent automatic conversion option which is bifurcated from the Preferred Shares and recorded separately as a derivative liability, creating a discount to the Preferred Shares. The fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded as other income (expense) in the Company’s accompanying consolidated statement of operations. The discount arising from the identification of the embedded conversion feature will not be accreted or amortized as the Series A Preferred has been classified in equity.

 

Series A Preferred Stock

 

On August 14, 2020, the Company filed a Certificate of Designation with the State of Nevada to designate 5,000,000 shares of the Company’s preferred stock as Series A Preferred. Shares of Series A Preferred rank pari passu with the Company’s common stock, except that holders of Series A Preferred shall have certain liquidation preferences as set forth in the Certificate of Designation and the holders of the Series A Preferred are not entitled to vote on any matters presented to the stockholder of the Company. The Certificate of Designation became effective in August 2020.

 

The Series A Preferred is convertible at a holder’s election any time beginning nine months from the 2020 Closing into shares of the Company’s common stock at an initial conversion price equal to the Purchase Price, subject to certain adjustments described below, so that, initially, each share of Series A Preferred shall be convertible into one (1) share of the Company’s common stock. Also, the Series A Preferred will be automatically converted into the Company’s common stock (a “Mandatory Conversion”), at the then applicable conversion price, in the event of an equity offering of shares of the Company’s common stock resulting in the Company uplisting to a national securities exchange (provided that if the per share offering price in such offering is less than the then applicable conversion price for the Series A Preferred, the Series A Preferred will automatically convert based on the offering price in such offering).

 

In the event of any stock split, stock dividend, or stock combination, the number of shares deliverable and the conversion price of the Series A Preferred will be appropriately adjusted. In the event a Mandatory Conversion is triggered, if the offering price on the date such Mandatory Conversion is triggered is less than a 25% premium to $6.00, the Company will issue additional shares of the Company’s common stock for each outstanding share of Series A Preferred to ensure the effective conversion price equals a 25% discount to $6.00.

 

Also, for a period of one year from the date of the Purchase Agreements, if the Company undertakes an underwritten public equity offering, the holders of Series A Preferred will enter into a lock-up agreement with respect to the sale of the Series A Preferred and the Company’s common stock underlying such Series A Preferred as may be reasonably requested by the Company or the Company’s underwriter for such public equity offering.

 

On August 14, 2020, the Company entered into securities purchase agreements (the “2020 Purchase Agreements”) with certain purchasers (the “2020 Investors”), which provided for the sale of an aggregate of $4,435,000 ($4,483,749 after payment of offering expenses) and the exchange for debt of $265,779 of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”) at a purchase price of $2.00 per share (the “Purchase Price”) (the “Offering”). On August 14, 2020 and August 27, 2020, pursuant to the 2020 Purchase Agreements, the Company issued an aggregate of 2,350,390 shares of Series A Preferred to the 2020 Investors (collectively the “2020 Closing”). In connection with the 2020 Closing, Eric Brock, the Company’s Chief Executive Officer purchased 157,500 shares of Series A Preferred.

 

On December 8, 2020, the Company’s outstanding 2,350,390 shares of Series A Convertible Preferred Stock mandatorily converted into an aggregate of 979,361 shares of Common Stock, which includes an aggregate of 195,881 shares of Common Stock in connection with the 25% premium discussed above. Additionally, the Company issued an aggregate of 15,093 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock. The shares of Common Stock issued in connection with the offering and the conversion were issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act, for securities exchanged by the Company and existing security holders where no commission or other remuneration is paid or given directly or indirectly by the Company for soliciting such exchange, and the shares of Common Stock issued in lieu of declaring a dividend were issued in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder in a transaction not involving a public offering.

 

Reverse Stock Split

 

On November 3, 2020, the Board of Directors of the Company approved a one-for-three reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”).

 

On November 12, 2020, Company filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split. The Reverse Stock Split became effective at 5:31 p.m., Eastern Time, on November 13, 2020. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would result from the Reverse Stock Split will be rounded up to the nearest whole share. Following the Reverse Stock Split, the Company has 116,666,667 shares of Common Stock authorized. On November 16, 2020, the Company’s Common Stock began trading on the OTCQB on a split-adjusted basis under the current trading symbol “ONDS” and the new CUSIP number 68236H 204.

 

Form S-3

 

On January 29, 2021, the Company filed a shelf Registration Statement on Form S-3 for up to $150,000,000 with the SEC (the “Form S-3”) for shares of its Common Stock; shares of its preferred stock, which the Company may issue in one or more series or classes; debt securities, which the company may issue in one or more series; warrants to purchase its Common Stock, preferred stock or debt securities; and units. The Form S-3 was declared effective by the SEC on February 5, 2021.

 

2021 Public Offering

 

On June 8, 2021, the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Oppenheimer & Co. Inc., acting as the representative for the underwriters identified therein (the “Underwriters”), relating to the Company’s public offering (the “2021 Public Offering”) of 6,400,000 shares (the “2021 Firm Shares”) of the Company’s Common Stock. Pursuant to the 2021 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 960,000 shares of Common Stock (the “2021 Option Shares,” and together with the 2021 Firm Shares, the “2021 Shares”) to cover over-allotments.

 

The Underwriters agreed to purchase the 2021 Firm Shares from the Company with the option to purchase the 2021 Option Shares at a price of $6.51 per share. The 2021 Shares were offered, issued, and sold pursuant to the Form S-3 and accompanying prospectus filed with the SEC under the Securities Act.

 

On June 11, 2021, pursuant to the 2021 Public Offering, the Company issued 7,360,000 shares of Common Stock (2021 Firm Shares and 2021 Option Shares) at a public price of $7.00 for net proceeds to the Company of $47,523,569 after deducting the underwriting discount and offering fees and expenses payable by the Company.

 

The Underwriting Agreement included customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the 2021 Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement and were subject to limitations agreed upon by the contracting parties.

 

The table below details the net proceeds of the 2021 Public Offering.

 

Gross Proceeds:    
Initial Closing  $44,800,000 
Over-allotment Closing   6,720,000 
    51,520,000 
Offering Costs:     
Underwriting discounts and commissions   (3,806,400)
Other offering costs   (190,031)
Net Proceeds  $47,523,569 

 

The Company will use the net proceeds of the 2021 Public Offering for working capital and general corporate purposes, which includes further technology development, increased spending on marketing and advertising and capital expenditures necessary to grow the Ondas Holdings business.

 

2020 Public Offering

 

On October 26, 2020, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Form S-1”) for a public offering of its common stock, which was declared effective by the SEC on December 3, 2020.

 

On December 3, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Underwriters, relating to the Company’s public offering (the ”2020 Public Offering”) of 5,000,000 shares (the “2020 Firm Shares”) of the Company’s Common Stock, par value $0.0001 per share. Pursuant to the 2020 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of Common Stock (the “2020 Option Shares,” and together with the 2020 Firm Shares, the “2020 Shares”) to cover over-allotments.

 

The Underwriters agreed to purchase the 2020 Firm Shares from the Company with the option to purchase the 2020 Option Shares at a price of $5.58 per share. The 2020 Shares were offered, issued, and sold pursuant to the Form S-1 and accompanying prospectus filed with the SEC under the Securities Act.

 

On December 8, 2020, the Company issued the 2020 Firm Shares and closed the 2020 Public Offering at a public price of $6.00 per share for net proceeds to the Company of approximately $26,762,000 after deducting the underwriting discount and offering fees and expenses payable by the Company. In connection with the 2020 Public Offering, on December 4, 2020, the Common Stock uplisted from the OTCQB and began trading on The NASDAQ Capital Market under the symbol “ONDS”.

 

The 2020 Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the 2020 Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement and were subject to limitations agreed upon by the contracting parties.

 

On December 16, 2020, the Underwriters exercised in full and closed on their over-allotment option to purchase an additional 750,000 shares of Common Stock from the Company. In connection with the over-allotment option, the Company received approximately $4,200,000 in additional net proceeds.

 

The table below details the net proceeds of the 2020 Public Offering.

 

Gross Proceeds:    
Initial Closing  $30,000,000 
Over-allotment Closing   4,500,000 
    34,500,000 
Offering Costs:     
Underwriting discounts and commissions   (2,415,000)
Other offering costs   (831,003)
Net Proceeds  $31,253,997 

 

The Company used the net proceeds of the 2020 Public Offering for working capital and general corporate purposes, which included further technology development, increased spending on marketing and advertising and capital expenditures necessary to grow the Ondas Holdings business.

 

Stock Issued for Debt Extension

 

On September 9, 2020, the Company issued 120,000 shares of its common stock to Steward Capital in conjunction with an amendment to loan and security agreement (See NOTE 9 for further details).

 

Warrants to Purchase Common Stock

 

We use the Black-Scholes-Merton option model (the “Black-Scholes Model”) to determine the fair value of warrants to purchase Common Stock of the Company (“Warrants”). The Black-Scholes Model is an acceptable model in accordance with the GAAP. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant.

 

The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available over a period equal to the expected life of the awards. We used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price.

 

Warrants Granted During 2021

 

As of December 31, 2021, we had Warrants outstanding to purchase an aggregate of 3,305,854 shares of Common Stock with a weighted-average contractual remaining life of approximately 5.24 years, and exercise prices ranging from $0.03 to $9.75 per share, resulting in a weighted average exercise price of $8.53 per share.

 

On August 8, 2021 the Company issued warrants to purchase an aggregate of 1,565,656 shares of Common Stock with an exercise price of $7.89 per share as consideration in the acquisition of American Robotics. These warrants vest in three equal installments on the next three anniversaries of their issuance.

 

Warrants Granted During 2020

 

As of December 31, 2020, we had Warrants outstanding to purchase an aggregate of 1,879,803 shares of Common Stock with a weighted-average contractual remaining life of approximately 2.2 years, and exercise prices ranging from $0.03 to $9.75 per share, resulting in a weighted average exercise price of $9.16 per share.

 

On May 6, 2020, the Company’s Board granted (i) an aggregate of 47,917 Warrants with an exercise price of $7.50 per share and a grant date fair value of $1.00 per share, and (ii) an aggregate of 9,793 Warrants with an exercise price of $6.39 per share and a grant date fair value of $1.71 per share.

 

On May 6, 2020, the Company also granted an aggregate of 231,543 Warrants with an exercise price of $7.50 per share and a grant date fair value ranging from $1.40 to $2.37 per share to certain former employees in exchange for 231,543 stock options to purchase Common Stock of the Company. The Company did not recognize any incremental compensation as a result of the exchange.

 

The 289,253 warrants above, were granted to certain individuals for prior service to the Company. The Warrants are fully vested and have a term of five years. The Warrants were granted, and the shares of Common Stock underlying the Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933. The assumptions used in the Black-Scholes Model are set forth in the table below.

 

The assumptions used in the Black-Scholes Model are set forth in the table below.

 

   2021   2020 
Stock price  $7.78   $6.00 
Risk-free interest rate   1.23%   0.24%
Volatility   46.91%   45.17%
Expected life in years   10    3 
Dividend yield   0.00%   0.00%

 

During the year ended December 31, 2021, certain warrant holders exercised their right to purchase an aggregate of 139,605 shares of the Company’s Common Stock at an exercise price of $9.75 totaling $1,361,149, all of which was received by the Company as of December 31, 2021. No warrant holders exercised their rights during the year ended December 31, 2020.

 

A summary of our Warrants activity and related information follows:

 

           Weighted 
       Weighted   Average 
   Number of   Average   Remaining 
   Shares Under   Exercise   Contractual 
   Warrant   Price   Life 
Balance on December 31, 2020   1,879,803   $9.16    2.2 
Issued   1,565,656   $7.89    4.5 
Exercised   (139,605)  $9.75      
Expired   
-
    
-
      
Canceled   
-
    
-
      
Balance on December 31, 2021   3,305,854   $8.53    5.2 

 

Equity Incentive Plan

 

In 2018, our stockholders adopted the 2018 Equity Incentive Plan (the “2018 Plan”) pursuant to which 3,333,334 shares of our Common Stock has been reserved for issuance to employees, including officers, directors and consultants. The 2018 Plan shall be administered by the Board, provided however, that the Board may delegate such administration to the compensation committee (the “Committee”). Subject to the provisions of the 2018 Plan, the Board and/or the Committee shall have authority to grant, in its discretion, incentive stock options, or non-statutory options, stock awards or restricted stock purchase offers (“Equity Awards”).

 

At the 2021 Annual Meeting of Stockholders of the Company held on November 5, 2021, stockholders of the Company approved, among other matters, the Ondas Holdings Inc. 2021 Stock Incentive Plan (the “Plan”). The Compensation Committee of the Board of Directors of the Company adopted the Plan on September 30, 2021, subject to stockholder approval. The purpose of the Plan is to enable the Company to attract, retain, reward, and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum efforts for the growth and success of the Company, so as to strengthen the mutuality of the interests between the eligible individuals and the shareholders of the Company. The Plan provides for the issuance of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. The Plan provides for a reserve of 6,000,000 shares of the Company’s common stock.

 

Stock Options to Purchase Common Stock

 

On August 5, 2021, the Company issued 211,038 Stock Options to employees of American Robotics in connection with the merger. Of these Stock Options 50,543 were issued as fully vested with no further service obligations and were included in the purchase consideration. The remaining 151,495 vest over a four-year period and are contingent on ongoing employment. They are included in compensation expense.

 

As of December 31, 2021, we had Stock Options outstanding to purchase an aggregate of 856,198 shares of Common Stock with a weighted-average contractual remaining life of approximately 8.76 years, and exercise prices ranging from $1.37 to $12.92 per share, resulting in a weighted average exercise price of $6.72 per share.

 

As of December 31, 2020, we had Stock Options outstanding to purchase an aggregate of 568,006 shares of Common Stock with a weighted-average contractual remaining life of approximately 9.45 years, and exercise prices ranging from $6.39 to $12.72 per share, resulting in a weighted average exercise price of $7.39 per share.

 

The assumptions used in the Black-Scholes Model are set forth in the table below.

 

   2021   2020 
Stock price   $7.50-$12.92    $6.00-$12.72 
Risk-free interest rate   0.35-0.87%    0.37-1.56% 
Volatility   45.53-53.99%    42.03-52.67% 
Expected life in years   3-5.89    3-10 
Dividend yield   0.00%   0.00%

 

A summary of our Option activity and related information follows:

 

   Number of Shares Under Option   Weighted Average Exercise Price   Weighted
Average
Remaining
Contractual
Life		 
Balance on December 31, 2019   225,001   $9.75    4.7 
Granted   596,216   $7.36      
Expired   (16,876)          
Terminated   (4,792)          
Canceled   (231,543)          
Balance on December 31, 2020   568,006   $7.39    9.4 
Granted   336,038   $4.91      
Exercised   (47,846)          
Expired   (168,750)          
Terminated   
-
           
Canceled   
-
           
Balance on December 31, 2021   687,448   $6.79    8.2 
Vested and Exercisable at December 31, 2021 536,078 $ 7.95 7.9

 

As of December 31, 2021, total unrecognized compensation expense related to non-vested Options was $864,679 which is expected to be recognized over a weighted-average period of 3.9 years.

 

Restricted Stock Units

 

On November 5, 2021, the Compensation Committee approved the grants of 6,362 RSUs for each of Ondas’ directors (Messrs. Cohen, Reisfield, Silverman, Seidl, Bushey and Sood). Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. These RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates.

 

On August 5, 2021, the Company entered into employment agreements and awarded 1,375,000 restricted stock units pursuant to the 2018 Plan to key members of American Robotics’ management. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The restricted stock units vest in three successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment. The compensation expense recognized in 2021 in respect of these restricted stock units was $1,452,385, and as of December 31, 2021 the unrecognized compensation expense was $9,245,115.

 

On January 25, 2021, the Compensation Committee approved the following grants: (a) for Messrs. Cohen, Reisfield and Silverman (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (b) for Mr. Seidl and Ms. Sood (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (ii) 10,000 restricted stock units pursuant to the 2018 Plan. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The 5,000 restricted stock units granted to each of Messrs. Cohen, Reisfield, Silverman and Seidl and Ms. Sood vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates. The 10,000 restricted stock units granted to Mr. Seidl and Ms. Sood vest in eight successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates. All restricted stock units granted to these directors shall vest in full immediately upon a change in control. The company recognized stock-based compensation of $445,200 for the year ended December 31, 2021. As of December 31, 2021, the unrecognized compensation expense was $127,200.

 

On June 3, 2020, the Company entered into an agreement wherein restricted stock units (“RSU(s)”) for the issuance of 1,000,000 shares of the Company’s Common Stock, with deferred distribution, was granted and issued to Thomas V. Bushey, the Company’s President, pursuant to the 2018 Plan. Stock-based compensation expense for the year ended December 31, 2020 was $3,150,000. Non-vested RSUs as of December 31, 2020 totalled 625,0000 shares. The weighted average grant-date fair value for the RSU is $8.40. The weighted average vesting period of the RSU is 2.0 years. As of December 31, 2020, unrecognized compensation expense related to the unvested portion of the RSU was $5,250,000, which was expected to be recognized over a weighted average period of 1.25 years. On January 19, 2021, Thomas V. Bushey resigned as the Company’s President. Effective January 19, 2021, (i) Mr. Bushey received 500,000 RSUs (375,000 RSUs vested as of December 31, 2020 and 125,000 RSUs on which the Compensation Committee accelerated vesting), which RSUs will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election, and (ii) 500,000 RSUs were cancelled. The company recognized stock-based compensation of $1,050,000 and $3,150,000 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was no unrecognized compensation expense related to these RSU’s.

  

During 2018, the Company entered into an agreement wherein RSUs for the issuance of 126,160 shares of the Company’s Common Stock (the “2018 RSUs”), with deferred distribution, was promised to a consultant pursuant to the 2018 Plan (the “RSU Agreement”). On September 21, 2020, the Company executed the RSU Agreement with the consultant. The 2018 RSUs vested upon the issuance of the RSU Agreement, however, the underlying shares of the Company’s Common Stock were not to be issued and delivered to the consultant until December 1, 2021, at the request of the consultant. Shares were issued and delivered to the Consultant in December 2021. Stock-based compensation expense for the years ended December 31, 2021 and 2020 was $0 and $30,357, respectively. The grant-date fair value for the RSU is $0.64 per share. The vesting period of the RSU was 2.0 years. As of December 31, 2021, there was no unrecognized compensation expense related to these RSU’s.

 

The Company recognizes RSU expense over the period of vesting or period that services will be provided. Compensation associated with shares of Common Stock issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.
XML 29 R18.htm IDEA: XBRL DOCUMENT v3.22.1
Segment Information
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
SEGMENT INFORMATION

NOTE 12 – SEGMENT INFORMATION

 

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and American Robotics as the CODM reviews financial information for these two businesses separately The Company has no inter-segment sales.  Our segment structure presented below represents a change from the prior year for the inclusion of our American Robotics segment, which the Company acquired on August 5, 2021. The following table presents segment information for years ended December 31, 2021 and 2020:

 

    Year Ended     Year Ended  
    December 31, 2021     December 31, 2020  
    Ondas
Networks		     American
Robotics		     Total     Ondas
Networks		     American
Robotics		     Total  
Revenue, net   $ 2,840,154     $ 66,617     $ 2,906,771     $ 2,163,719     $
       -
     $ 2,163,719  
Depreciation and amortization     126,728       1,385,866       1,512,594       117,599      
-
       117,599  
Interest income     10,399       1,179       11,578       251      
-
       251  
Interest expense     574,889       796       575,685       1,936,847      
-
       1,936,847  
Stock based compensation     1,642,507       1,611,083       3,253,590       4,676,362      
-
       4,676,362  
Benefit from income taxes     -       2,921,982       2,921,982       -       -       -  
Net loss     (7,888,588 )     (7,135,254 )     (15,023,842 )     (13,477,880 )    
-
       (13,477,880 )
Goodwill     -       45,026,583       45,026,583       -       -       -  
Capital expenditures     123,854       799,864       923,718       8,598      
-
       8,598  
Total assets     45,226,925      

72,211,650

      

117,438,575

       28,511,769      
-
       28,511,769  
XML 30 R19.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 13 – INCOME TAXES

 

The provision (benefit) from income taxes was as follows:

 

   December 31, 
   2021   2020 
Current        
U.S. Federal  $
—
   $
—
 
State and local   
—
    
—
 
   $
—
   $
—
 
Deferred          
U.S. Federal  $

(2,360,923

)  $
—
 
State and local   

(561,059

)   
—
 
   $

(2,921,982

)  $
—
 
Total          
U.S. Federal  $

(2,360,923

)  $
—
 
State and local   

(561,059

)   
—
 
   $

(2,921,982

)  $
—
 

 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

 

   December 31, 
   2021   2020 
Deferred Tax Assets:        
Tax benefit of net operating loss carry-forward  $17,577,952   $14,064,563 
Accrued liabilities   69,525    327,749 
Stock based compensation   1,630,004    1,252,855 
Deferred Rent   159,558    15,778 
R&D Credit   1,046,841    1,054,989 
Total deferred tax assets   20,483,880    16,715,934 
           
Deferred Tax Liabilities:          
Depreciation   (12,706)   (36,897)
Amortization   (5,331)   (9,670)
Intangibles   (5,743,441)   
-
 
Deferred Rent   (193,482)   (14,344)
Total deferred tax liabilities   (5,954,960)   (60,911)
Total net deferred tax assets   14,528,920    16,655,023 
Valuation allowance for deferred tax assets   (14,528,920)   (16,655,023)
Deferred tax assets, net of valuation allowance  $
-
   $
-
 

The change in the Company’s valuation allowance is as follows:

 

   Years Ended
December 31,		 
   2021   2020 
         
Beginning of the year  $16,655,023   $13,102,327 
Change in valuation account   (2,126,103)   3,552,696 
End of the year  $14,528,920   $16,655,023 

 

A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows:

 

   Years Ended
December 31,		 
   2021   2020 
U.S. federal statutory rate   (21.0)%   (21.0)%
Federal True Ups   0.5%   1.8%
State taxes, net of federal benefit   14.01%   (6.2)%
Change in valuation allowance   
(11,85
)%   26.4%
Nondeductible Expenses   2.01%   0.5%
R&D Credit   0.05%   (1.5)%
Effective income tax rate   (16.28)%   0.0%

 

In assessing the realization of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. The December 31, 2021 change in valuation allowance is mainly related to the acquisition of ARI.

 

As of December 31, 2021 and 2020, the Company had approximately $79 million and $51 million, respectively, of Federal NOLs available to offset future taxable income. The acquisition of ARI resulted in the addition of Federal NOLs of $15 million. The Federal NOLs of $15 million generated in 2007 through 2017 will begin to expire in 2027 through 2037. The Federal NOLs of $64 million generated in 2018 through 2021 have no expiration. As of December 31, 2021 and 2020, the Company had approximately $70 million and $49 million, respectively, of State NOLs available to offset future taxable income expiring from 2028 through 2041. The acquisition of ARI resulted in the addition of Massachusetts NOLs of $15 million. As of December 31, 2021 and 2020, the Company had approximately $1,047,000 and $1,055,000, respectively of Federal research and development credits available to offset future tax liability expiring from 2034 through 2040. The Company’s Federal income tax returns for the 2019 to 2021 tax years remain open to examination by the IRS. Upon utilization of Federal NOLs in the future, the IRS may examine records from the year the loss occurred, even if outside the three-year statute of limitations. The Company’s State tax returns also remain open to examination.

 

In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s Federal Carryforwards could be limited in the event of a change in ownership. As of December 31, 2021, the Company completed an analysis and determined that there were multiple ownership changes. Provided sufficient taxable income is generated the annual base limitation plus increased limitation calculated pursuant to IRS Notice 2003-65 will allow the Company to utilize all existing losses within the carryover periods.

 

The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense.

 

As of December 31, 2021, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. 

On March 27, 2020, H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act, “the CARES ACT” was signed into legislation which includes tax provisions relevant to businesses that will impact taxes related to 2018, 2019, and 2020. Some of the significant tax law changes are to increase the limitation on deductible business interest expense for 2019 and 2020, allow for the five-year carryback of net operating losses for 2018-2020, suspend the 80% limitation of taxable income for net operating loss carryforwards for 2018-2020, provide for the acceleration of depreciation expense from 2018 and forward on qualified improvement property, and accelerate the ability to claim refunds of AMT credit carryforwards. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted.
XML 31 R20.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 14 – COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of December 31, 2021.

 

On July 23, 2021, Robert Wilhelm (“Wilhelm Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Company and its Board of Directors: Eric A. Brock, Stewart W. Kantor, Thomas V. Bushey, Richard M. Cohen, Derek Reisfield, Randall P. Seidl, Richard H. Silverman, and Jaspreet Sood (together with the Company, the “Defendants”). Wilhelm Plaintiff alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with a then proposed transaction whereby Ondas will acquire American Robotics (the “Proposed Transaction”).

 

The Complaint seeks preliminary and permanent relief, including injunctive relief, to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until additional disclosures are made to the Company’s shareholders. Wilhelm Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.

 

Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. The case was dismissed as of October 8, 2021.

 

Also, on July 23, 2021, Sam Carlisle (“Carlisle Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Defendants. Carlisle Plaintiff alleges violations of Sections 14(a) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with the Proposed Transaction.

 

The Complaint seeks preliminary and permanent relief, including injunctive relief, to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until Defendants disclose and disseminate additional disclosures to Company shareholders. Carlisle Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.

 

Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. This case was dismissed on October 8, 2021.

 

On July 27, 2021, Binyamin Ostrov (“Ostrov Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Defendants. Ostrov Plaintiff alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with the Proposed Transaction.

 

The Complaint seeks preliminary and permanent relief to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until Defendants disclose and disseminate additional disclosures to Company shareholders. Ostrov Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.

 

Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. This case was dismissed on December 14, 2021.

 

Operating Leases

 

On October 30, 2018, Ondas Networks entered into a Sublease with Texas Instruments Sunnyvale Incorporated, regarding the sublease of approximately 21,982 square feet of rentable space at 165 Gibraltar Court, Sunnyvale, CA 94089 (the “Gibraltar Sublease”), constituting the entire first floor of the premises (except the lobby and two stairwells), as defined under that certain Lease dated April 12, 2004, as amended by the First Lease Amendment dated March 15, 2005, a Second Amendment to Lease dated November 30, 2005, and a Third Amendment to Lease dated November 30, 2010 between Gibraltar Sunnyvale Holdings LLC and Texas Instruments Sunnyvale Incorporated. The Sublease began on November 1, 2018 and ended on February 28, 2021 at a base monthly rent of $28,577. A security deposit of $28,577 was paid upon execution of the Sublease and refunded during the year ended December 31, 2021. Rent expense for the years ended December 31, 2021 and 2020 was $80,627 and $312,301, respectively.

 

The lease for our offices and facilities for Ondas Networks at 165 Gibraltar Court, Sunnyvale, CA expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms. On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with Google LLC, the owner and landlord, wherein the base rate is $45,000 per month and including a security deposit in the amount of $90,000.

 

On August 5, 2021, the Company acquired American Robotics and their Lease (American Robotics Lease), wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022.
XML 32 R21.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 15 – RELATED PARTY TRANSACTIONS

 

On August 14, 2020, Eric Brock, the Company’s Chief Executive Officer, entered into a Securities Purchase Agreement with other subscribers in which he purchased 52,500 shares of Series A Preferred Convertible Preferred Stock (“Series A Preferred”) at a purchase price of $6.00 per share. On December 8, 2020, along with all other holders of Series A Preferred Mr. Brock converted his 52,500 shares of Series A Preferred into 66,676 shares of Common Stock of the Company, which includes an aggregate of 13,084 shares of Common Stock in connection with a 25% premium and an aggregate of 842 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock.

 

On March 14, 2020, Mr. Brock waived accrued payroll amounts in the amount of $141,667. Between January 1 and December 15, 2020 we accrued $131,494 for salary owed during 2020 to Mr. Brock. On January 29, 2021, Mr. Brock was paid $64,344 of the accrued amount and the remaining $67,150 was paid on April 15, 2021.

 

On March 14, 2020, Stewart Kantor, President of Ondas Networks, waived accrued payroll amounts in the amount of $8,334. As of December 31, 2020, Ondas Networks accrued an additional $2,850 for salary owed during 2020 to Mr. Kantor, which was paid on April 15, 2021.

 

Between June 2 and December 31, 2020, we accrued $115,385 for salary owed to Thomas V. Bushey, then President of the Company. On January 19, 2021, Mr. Bushey waived the accrued payroll amounts in the amount of $115,385. Pursuant to the terms of a Separation Agreement and General Release (the “Separation Agreement”) dated January 19, 2021 (the “Effective Date”), between Mr. Bushey and the Company, Mr. Bushey agreed to waive his entitlement to accrued salary in the amount of $125,256 and accrued vacation in the amount of $9,846 as of the Effective Date. At the time of Mr. Bushey’s resignation as President in January 2021, Mr. Bushey had the right to receive 500,000 RSU Shares (375,000 vested as of December 31, 2020 and 125,000 of which the Compensation Committee accelerated vesting), which will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election. The remaining 500,000 RSU Shares were canceled. As part of the Separation Agreement, Mr. Bushey and the Company entered into a Consulting Agreement dated January 19, 2021 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Bushey provided services to the Company at the direction of the Company’s Chief Executive Officer. The Consulting Agreement terminated on July 19, 2021. Mr. Bushey was paid $7,500 per month for these services.
XML 33 R22.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 16 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events as of March 22, 2022, the date the consolidated financial statements were available to be issued according to the requirements of ASC topic 855.

 

On March 20, 2022, the Company entered into a Purchase Agreement to acquire the assets of Ardenna, Inc., a leading provider of image processing and machine learning software solutions for rail infrastructure monitoring and inspections. The consideration for the acquisition is $900,000 in cash and 780,000 shares of the Company’s common stock (the “Ardenna Consideration Shares”). This acquisition is subject to customary closing conditions and is expected to close in the second quarter of 2022. In connection with the acquisition, the parties have entered into a Registration Rights and Lock-Up Agreement, which requires the Company to file a resale registration statement covering the resale of the Ardenna Consideration Shares no later than nintey (90) days after the closing date and restricts the holder from transferring the Ardenna Consideration Shares for 180 days from the closing date, subject to certain exceptions.
XML 34 R23.htm IDEA: XBRL DOCUMENT v3.22.1
Accounting Policies, by Policy (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, Ondas Networks, American Robotics, Inc. and FS Partners, and our majority owned subsidiary, FS Holding. All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements. 

 
Business Combinations

Business Combinations

 

The Company utilized ASC 805, Business Combinations (“ASC 805”) to account for the August 5, 2021 acquisition of American Robotics (see note 5 for more details).

 
Goodwill and Intangible Assets

Goodwill and Intangible Assets

 

Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform goodwill impairment process.

 

Intangible assets represent patents, licenses, and allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

 

We amortize our intangible assets with a finite life on a straight-line basis, over 20 years for patents; 10 years for developed technology, 10 years for licenses, trademarks, and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements.

 
Segment Information

Segment Information

 

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and American Robotics as the CODM reviews financial information for these two businesses separately The Company has no inter-segment sales. 

 
Use of Estimates

Use of Estimates

 

The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.

 
Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2021 and 2020, we had no cash equivalents. The Company periodically monitors its positions with, and the credit quality of the financial institutions with which it invests. Periodically, throughout the year, and as of December 31, 2021, the Company has maintained balances in excess of federally insured limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.

 
Accounts Receivable

Accounts Receivable

 

Accounts receivable are stated at a gross invoice amount less an allowance for credit losses. We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness and receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information is received. We had no allowance for credit losses as of December 31, 2021 and 2020.

 
Inventory

Inventory

 

Inventories, which consist solely of raw materials, work in process and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value, net of reserves for obsolete inventory. We continually analyze our slow-moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. On December 31, 2021 and 2020, such reserves were $100,254 and $0, respectively.

 

Inventory consists of the following:

 
Property and Equipment

Property and Equipment

 

All additions, including improvements to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is principally recorded using the straight-line method over the estimated useful lives of the assets. The estimated useful lives typically are (i) three to seven years for computer equipment and software, (ii) five years for vehicles and base stations, (iii) five to seven years for furniture and fixtures and test equipment, and (iv) two years for drones. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon the disposal of property, the asset and related accumulated depreciation accounts are relieved of the amounts recorded therein for such items, and any resulting gain or loss is recorded in operating expenses in the year of disposition.

 
Software

Software

 

Costs incurred internally in researching and developing a software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products. As of December 31, 2021 and 2020, the Company had no internally developed software.

 
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows is less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. The impairments of long-lived assets was $97,789 and $33,334 for the years ended December 31, 2021 and 2020, respectively.

 
Research and Development

Research and Development

 

Costs for research and development are expensed as incurred. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.

 
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments.

 

We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

 

Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:

 

  Level 1 -- Unadjusted quoted prices in active markets for identical assets or liabilities.
       
  Level 2 -- Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
       
  Level 3 -- Unobservable inputs for the asset or liability.

 

The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the years ended December 31, 2021 and 2020:

 

   Fair Value Measurements
Using Significant
Unobservable Inputs
(Level 3)		 
   December 31, 
   2021   2020 
         
Balance, beginning of period  $
   -
   $
   -
 
Recognition of derivative liability   
-
    (32,906)
Change in fair value of derivative liability   
-
    (37,607)
Reclassification to additional paid in capital   
-
    70,513 
Balance, end of period  $
-
   $
-
 

 

The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

 

We utilized a “with-and-with-out” approach to determine the fair value of the derivative liability for the embedded antidilution conversion feature. We used an option pricing back solve method based on the closing price of the Company’s common stock to determine the implied value of the Series A Preferred both with and without the embedded antidilution conversion feature. The difference in the implied value was then multiplied by the probability the embedded antidilution conversion feature would be applicable upon conversion, as estimated by management, to determine the fair value of the embedded antidilution conversion feature as of the reporting period.

 
Derivative Liability for Embedded Conversion Features

Derivative Liability for Embedded Conversion Features

 

The Company evaluates its financial instruments to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other bifurcated embedded derivative instruments in the convertible instrument, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense.

 
Deferred Offering Costs

Deferred Offering Costs

 

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of equity financings, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financings be abandoned, the deferred offering costs are expensed immediately as a charge to other income (expense) in the consolidated statement of operations. For the years ended December 31, 2021 and 2020, the Company recorded reduction in additional paid-in capital of $390,032 and $929,299, respectively. For the years ended December 31, 2021 and 2020, the Company expensed offering costs of $0 and $0, respectively.

 
Income Taxes

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision.

 
Share-Based Compensation

Share-Based Compensation

 

We calculate share-based compensation expense for option awards and certain warrant issuances (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

 

We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of Common Stock issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.

 
Shipping and Handling

Shipping and Handling

 

We expense all shipping and handling costs as incurred. These costs are included in cost of goods sold on the accompanying consolidated financial statements.

 
Revenue Recognition

Revenue Recognition

 

Development projects

 

Ondas has two business segments that generate revenue: Ondas Networks and American Robotics. Ondas Networks generates revenue from product sales, services, and development projects. American Robotics generates revenue through data subscription services and development projects.

 

Ondas Networks is engaged in the development, marketing, and sale of wireless radio systems for secure, wide area mission-critical, business-to-business networks. Ondas Networks generates revenue primarily from the sale of our FullMAX System and the delivery of related services, along with non-recurring engineering (“NRE”) development projects with certain customers.

 

American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The Scout System consists of the Scout drone and the ScoutBaseTM and is owned, installed, and maintained on the customer premises by American Robotics. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutViewTM, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates revenue from development projects for customers who are interested in customized solutions.

 

Revenue for development projects is typically recognized over time using a percentage of completion input method, whereby revenues are recorded on the basis of the Company’s estimates of satisfaction of the performance obligation based on the ratio of actual costs incurred to total estimated costs. The input method is utilized because management considers it to be the best available measure of progress as the performance obligations are completed.

 

Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of revenue and cost of revenue are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods base in the performance completed to date.

 

As of August 5, 2021, American Robotics had signed subscription agreements of varying contract lengths with customers in multiple industries including agriculture, oil and gas and materials management. Subscription revenue is recognized on straight line basis over the length of the customer subscription agreement. If a subscription payment is received prior to installation and operation of the Scout System, it is held in deferred revenue and recognized after operation commences over the length of the subscription service. American Robotics also provides customized data solutions for certain customers and receives development revenue for those services.

 

Collaboration Arrangements within the Scope of ASC 808, Collaborative Arrangements

 

The Company’s development revenue includes contracts where the Company and the customer work cooperatively to develop software and hardware applications. The Company analyzes these contracts to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. As of December 31, 2021 and 2020, the Company has not identified any contracts with its customers that meet the criteria of ASC 808.

 

Arrangements within the Scope of ASC 606, Revenue from Contracts with Customers

 

Under ASC 606, the Company recognizes revenue when the customer obtains control of promised products or services, in an amount that reflects the consideration which is expected to be received in exchange for those products or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer.

 

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised product or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available. Sales and other taxes collected on behalf of third parties are excluded from revenue. For the years ended December 31, 2021 and 2020, none of our contracts with customers included variable consideration.

 

Contracts that are modified to account for changes in contract specifications and requirements are assessed to determine if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the years ended December 31, 2021 and 2020, there were no modifications to contract specifications.

 

Product revenue is comprised of sales of the Ondas Networks’ software defined base station and remote radios, its network management and monitoring system, and accessories. Ondas Networks’ software and hardware is sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty. Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract.

 

Service revenue is comprised of separately priced extended warranty sales, network support and maintenance, remote monitoring, as well as ancillary services directly related to the sale of the Ondas Networks’ wireless communications products including wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. The extended warranty Ondas Networks sells provides a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage. The extended warranty includes 1) factory hardware repair or replacement of the base station and remote radios, at our election, 2) software upgrades, bug fixes and new features of the radio software and network management systems (“NMS”), 3) deployment and network architecture support, and 4) technical support by phone and email. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service and extended warranty based on the stand-alone selling prices of these performance obligations, which are stated in our contracts. Revenue for the extended warranty is recognized overtime.

 

Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, a significant portion of this revenue is generated through four contracts with two customers whereby Ondas Networks is to develop such applications to interoperate within the customers infrastructure. For these contracts, Ondas Networks and the customers work cooperatively, whereby the customers’ involvement is to provide technical specifications for the product design, as well as, to review and approve the project progress at various markers based on predetermined milestones. The products developed are not able to be sold to any other customer and are based in part upon existing Ondas Networks and customer technology. Development revenue is recognized as services are provided over the life of the contract as Ondas Networks has an enforceable right to payment for services completed to date and there is no alternative use of the product.

 

If the customer contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts within our service revenues that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is then allocated to the performance obligations using the relative selling prices of each of the performance obligations in the contract.

 

Ondas Networks’ payment terms vary and range from Net 15 to Net 30 days from the date of the invoices for product and services related revenue. Ondas Networks’ payment terms for the majority of their development related revenue carry milestone related payment obligations which span the contract life. For milestone-based contracts, the customer reviews the completed milestone and once approved, makes payment pursuant to the applicable contract.

 

American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutViewTM, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates development revenue from customers who are interested in customized solutions.

 

Disaggregation of Revenue

 

The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.

   Years Ended December 31, 
   2021   2020 
Type of Revenue        
Product revenue  $405,570   $1,151,557 
Service and subscription revenue   96,933    62,410 
Development revenue   2,401,474    943,357 
Other revenue   2,794    6,395 
Total revenue  $2,906,771   $2,163,719 

 

Of the service and subscription revenue above, $66,617 and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.

 

    Years Ended December 31,  
    2021     2020  
Timing of Revenue            
Revenue recognized point in time   $ 438,413     $ 1,287,132  
Revenue recognized over time     2,468,358       876,587  
Total revenue   $ 2,906,771     $ 2,163,719  

 

Of the revenue recognized over time above, $66,617and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.

 

Contract Assets and Liabilities

 

We recognize a receivable or contract asset when we perform a service or transfer a good in advance of receiving consideration. A receivable is recorded when our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. A contract asset is recorded when our right to consideration in exchange for goods or services that we have transferred or provided to a customer is conditional on something other than the passage of time. We did not have any contract assets recorded on December 31, 2021 and 2020.

 

We recognize a contract liability when we receive consideration, or if we have the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration, or an amount of consideration is due from the customer. The table below details the activity in our contract liabilities during the years ended December 31, 2021 and 2020, and the balance at the end of each year is reported as deferred revenue in the Company’s consolidated balance sheet.

 

    Years Ended December 31,  
    2021     2020  
Balance, beginning of year   $ 165,035     $ 378,850  
Additions     2,238,137       1,053,850  
Transfer to revenue     (1,890,775 )     (1,267,665 )
Balance, end of year   $ 512,397     $ 165,035  

 

Warranty Reserve

 

For our software and hardware products, we provide a limited one-year assurance-type warranty and for our development service, we provide no warranties. The assurance-type warranty covers defects in material and workmanship only. If a software or hardware component is determined to be defective after being tested by the Company within the one-year, the Company will repair, replace or refund the price of the covered hardware and/or software to the customer (not including any shipping, handling, delivery or installation charges). We estimate, based upon a review of historical warranty claim experience, the costs that may be incurred under our warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance-type warranties and has determined that the estimated outstanding warranty obligations on December 31, 2021 and 2020 are immaterial to the Company’s financial statements.

 
Leases

Leases

 

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2021, the Company’s operating leases consisted of office space in Sunnyvale, CA (the “Gibraltar Lease”) and Marlborough, MA (the “American Robotics Lease”). For the year ended December 31, 2020, the Company had operating leases primarily consisting of two office space leases in Sunnyvale, California (the “North Pastoria Lease” and the “Gibraltar Lease”) (collectively, the “Sunnyvale Leases”). On December 31, 2020, the North Pastoria Lease expired. The Gibraltar Lease expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms.

 

On January 24, 2020, the Company and a third party (the “Sublessee”) entered into a Sublease agreement (the “Sublease”) on the North Pastoria Lease, wherein the Sublessee occupied the premises through December 31, 2020. The Sublessee made rent payments of approximately $9,666 and management fee payments of approximately $457 per month beginning February 1, 2020, and a one-time security deposit of $19,332. Sublease rental income for the period from February 1 through December 31, 2020 was $111,349. On December 31, 2020, $10,122 of the security deposit was applied to the December 2020 amount due and the balance was refunded on January 19, 2021.

 

On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with the owner and landlord (the “2021 Gibraltar Lease”), wherein the base rate is $45,000 per month, with a security deposit in the amount of $90,000.

 

On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space to approximately 10,450 square feet. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022. These facilities also serve as Ondas corporate headquarters.

 

We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of the lease payments. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying assets. We have elected not to separate lease and non-lease components for any class of underlying asset.

 

Lease Costs

 

   Years ended December 31, 
   2021   2020 
Components of total lease costs:        
Operating lease expense  $522,012   $325,839 
Short-term lease costs (1)   45,498    7,650 
Sublease rental income   
-
    (111,349)
Total lease costs  $567,510   $222,140 

 

(1)Represents short-term leases which are immaterial.

 

Lease Positions as of December 31, 2021 and 2020

 

ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:

 

    December 31,  
    2021     2020  
Assets:            
Operating lease assets   $ 836,025     $ 51,065  
Total lease assets   $ 836,025     $ 51,065  
                 
Liabilities:                
Operating lease liabilities, current   $ 550,525     $ 56,168  
Operating lease liabilities, net of current     241,677      
-
  
Total lease liabilities   $ 792,202     $ 56,168  

 

Other Leases Information

 

   Years ended
December 31,		 
   2021   2020 
Operating cash flows for operating leases  $525,938   $531,166 
           
Weighted average remaining lease term (in years)- operating lease   1.48    0.2 
Weighted average discount rate – operating lease   10.93%   14%

 

Undiscounted Leases Cash Flows

 

Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2021, as follows:

 

Years ending December 31,    
2022  $603,003 
2023  246,242 
2024  9,338 
Total future minimum lease payments  $858,583 
Lease imputed interest  (66,381)
Total  $792,202 

 
Net Loss Per Common Share

Net Loss Per Common Share

 

Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each period. Diluted net loss per share is the same as basic net loss per share since the Company has net losses for each period presented.

 

The following potentially dilutive securities for the years ended December 31, 2021 and 2020 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

 
Concentrations of Credit Risk

Concentrations of Credit Risk

 

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.

 

Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintains an allowance for credit losses.

 
Concentration of Customers

Concentration of Customers

 

The table below sets forth the Company’s customers that accounted for greater than 10% of its revenues for the years ended December 31, 2021 and 2020, respectively:

 

   Years Ended
December 31,		 
Customer  2021   2020 
A   41%   47%
B   55%   46%

 

Customers A and B accounted for 54% and 36% of the Company’s accounts receivable balance as of December 31, 2021, respectively.

 

Customer B accounted for 14% of the Company’s accounts receivable balance, while 86% was held by customers with less than 5% of the Company’s revenue for the year ended December 31, 2020.

 
Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period tax allocation and calculating income taxes in interim periods. ASU 2019-12 is applicable to all entities subject to income taxes. ASU 2019-12 provides guidance to minimize complexity in certain areas by introducing a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and guides whether to relate a step-up tax basis to a business combination or separate transaction. ASU 2019-12 changes the current guidance of making an intraperiod allocation, determining when a tax liability is recognized after a foreign entity investor transition to or from equity method of accounting, accounting for tax law changes and year-to-date losses in interim periods, and determining how to apply income tax guidance to franchise taxes. The amendments from ASU 2019-12 are effective for all public business entities for fiscal years beginning after December 15, 2020 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2021 and for interim periods beginning after December 15, 2022. Early adoption was permitted. The adoption of this pronouncement during the year ended December 31, 2021 had no impact on our accompanying consolidated financial statements.
Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The new guidance creates an exception to the general recognition and measurement principles of ASC 805, Business Combinations. The new guidance should be applied prospectively and is effective for all public business entities for fiscal years beginning after December 15, 2022 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of ASU No. 2021-08 on its consolidated financial statements.

 

In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of January 1, 2024.

 

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models previously used under U.S. generally accepted accounting principles, which generally require that a loss be incurred before it is recognized. The new standard also applies to financial assets arising from revenue transactions such as contract assets and accounts receivables. For public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effects of the adoption of ASU No. 2016-13 on its consolidated financial statements. 

 
Reclassification

Reclassification

 

Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.
XML 35 R24.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Schedule of inventory
   December 31,
2021		   December 31,
2020		 
Raw Material  $1,153,254   $911,753 
Work in Process   65,192    172,207 
Finished Goods   60,153    68,145 
Less Inventory Reserves   (100,254)   
-
 

Total Inventory, Net

  $1,178,345   $1,152,105 

 
Schedule of changes in fair value associated with level 3 liabilities
   Fair Value Measurements
Using Significant
Unobservable Inputs
(Level 3)		 
   December 31, 
   2021   2020 
         
Balance, beginning of period  $
   -
   $
   -
 
Recognition of derivative liability   
-
    (32,906)
Change in fair value of derivative liability   
-
    (37,607)
Reclassification to additional paid in capital   
-
    70,513 
Balance, end of period  $
-
   $
-
 

 
Schedule of disaggregation of revenue
   Years Ended December 31, 
   2021   2020 
Type of Revenue        
Product revenue  $405,570   $1,151,557 
Service and subscription revenue   96,933    62,410 
Development revenue   2,401,474    943,357 
Other revenue   2,794    6,395 
Total revenue  $2,906,771   $2,163,719 

 

    Years Ended December 31,  
    2021     2020  
Timing of Revenue            
Revenue recognized point in time   $ 438,413     $ 1,287,132  
Revenue recognized over time     2,468,358       876,587  
Total revenue   $ 2,906,771     $ 2,163,719  

 
Schedule of deferred warranty activity
    Years Ended December 31,  
    2021     2020  
Balance, beginning of year   $ 165,035     $ 378,850  
Additions     2,238,137       1,053,850  
Transfer to revenue     (1,890,775 )     (1,267,665 )
Balance, end of year   $ 512,397     $ 165,035  

 
Schedule of lease costs
   Years ended December 31, 
   2021   2020 
Components of total lease costs:        
Operating lease expense  $522,012   $325,839 
Short-term lease costs (1)   45,498    7,650 
Sublease rental income   
-
    (111,349)
Total lease costs  $567,510   $222,140 

 
Schedule of ROU lease assets and lease liabilities
    December 31,  
    2021     2020  
Assets:            
Operating lease assets   $ 836,025     $ 51,065  
Total lease assets   $ 836,025     $ 51,065  
                 
Liabilities:                
Operating lease liabilities, current   $ 550,525     $ 56,168  
Operating lease liabilities, net of current     241,677      
-
  
Total lease liabilities   $ 792,202     $ 56,168  

 
Schedule of other Information
   Years ended
December 31,		 
   2021   2020 
Operating cash flows for operating leases  $525,938   $531,166 
           
Weighted average remaining lease term (in years)- operating lease   1.48    0.2 
Weighted average discount rate – operating lease   10.93%   14%

 
Schedule of measurement of lease liabilities
Years ending December 31,    
2022  $603,003 
2023  246,242 
2024  9,338 
Total future minimum lease payments  $858,583 
Lease imputed interest  (66,381)
Total  $792,202 

 
Schedule of net loss per share
   Years Ended
December 31,		 
   2021   2020 
Warrants to purchase common stock   3,258,961    1,832,910 
Options to purchase common stock   687,448    568,006 
Restricted stock units   518,750    501,160 
Total potentially dilutive securities   4,465,159    2,902,076 

 
Schedule of concentration of customers
   Years Ended
December 31,		 
Customer  2021   2020 
A   41%   47%
B   55%   46%

 
XML 36 R25.htm IDEA: XBRL DOCUMENT v3.22.1
Other Current Assets (Tables)
 12 Months Ended
Dec. 31, 2021
Other Current Assets [Abstract]  
Schedule of other current assets
   Years Ended
December 31,		 
   2021   2020 
Prepaid insurance  $1,026,212   $623,627 
Other prepaid expenses   423,398    5,403 
Total other current assets  $1,449,610   $629,030 
XML 37 R26.htm IDEA: XBRL DOCUMENT v3.22.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
   Years Ended
December 31,		 
   2021   2020 
         
Vehicles  $149,916   $149,916 
Computer equipment   183,869    112,615 
Furniture and fixtures   141,053    94,053 
Software   88,284    61,287 
Leasehold improvements   37,401    28,247 
Development equipment   56,275    25,395 
Base stations   117,850    
-
 
Drones   54,969    
-
 
Construction in progress   627,044    
-
 
    1,456,661    471,513 
Less: accumulated depreciation   (424,662)   (308,429)
Total property and equipment  $1,031,999   $163,084 

 
XML 38 R27.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Business Acquisition (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Schedule of consideration
Fair value of total consideration transferred  $69,311,577 
Fair value of assets acquired:     
Cash  $920,011 
Other current assets   148,043 
Property and equipment   61,430 
Intangible assets   26,180,000 
Right of use asset   463,252 
Other long-term assets   87,217 
Total assets acquired   27,859,953 
Fair value of liabilities assumed:     
Accounts payable   129,541 
Deferred revenue   32,992 
Accrued payroll and rent   42,617 
Lease liabilities   447,827 
Deferred tax liability   2,921,982 
Total liabilities assumed   3,574,959 
Total net assets acquired   24,284,994 
Goodwill   45,026,583 
Total  $69,311,577 

 
Schedule of operating results
   (Unaudited) 
   Years Ended 
   December 31, 
   2021   2020 
Revenue, net  $2,967,591   $1,977,698 
Net loss  $(23,974,346)  $(19,090,387)
Basic Earnings Per Share  $(0.56)  $(0.46)
Diluted Earnings Per Share  $(0.56)  $(0.46)

 
XML 39 R28.htm IDEA: XBRL DOCUMENT v3.22.1
Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of finite-lived intangible assets
    December 31, 2021     December 31, 2020        
    Gross
Carrying
Amount		     Accumulated
Amortization		     Net
Carrying
Amount		     Gross
Carrying
Amount		     Accumulated
Amortization		     Net  Carrying Amount     Useful
Life		  
                                           
Patents   $ 75,266     $ (13,077 )   $ 62,189     $ 25,598     $ (3,809 )   $ 21,789       10  
Patents in process     89,767      
-
       89,767       133,112      
-
       133,112      
N/A
 
Licenses     241,909       (41,471 )     200,438       241,909       (17,280 )     224,629       10  
Trademarks     3,230,000       (130,242 )     3,099,758      
-
      
-
      
-
       10  
FAA waiver     5,930,000       (239,113 )     5,690,887      
-
      
-
      
-
       10  
Developed technology     16,120,000       (650,000 )     15,470,000      
-
      
-
      
-
       10  
Non-compete agreements     840,000       (338,710 )     501,290      
-
      
-
      
-
       1  
Customer relationships     60,000       (4,839 )     55,161      
-
      
-
      
-
       5  
    $ 26,586,942     $ (1,417,452 )   $ 25,169,489     $ 400,619     $ (21,089 )   $ 379,530          

 
Schedule of estimated amortization expense
Year Ending December 31,   Estimated
Amortization		  
2022   $ 2,072,570  
2023   $ 2,571,280  
2024   $ 2,571,003  
2025   $ 2,571,003  
2026   $ 2,566,164  
XML 40 R29.htm IDEA: XBRL DOCUMENT v3.22.1
Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2021
Accrued Expenses and Other Current Liabilities [Abstract]  
Schedule of accrued expenses and other current liabilities
   Years Ended
December 31,		 
   2021   2020 
Accrued payroll and other benefits  $269,725   $2,125,981 
D&O insurance financing payable   719,313    479,712 
Accrued interest   
-
    44,579 
Accrued professional fees   117,008    115,000 
Other accrued expenses   43,861    67,508 
Total accrued expenses and other current liabilities $ 1,149,907 $ 2,832,780
XML 41 R30.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders’ Equity (Tables)
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Schedule of net proceeds of the offering
Gross Proceeds:    
Initial Closing  $44,800,000 
Over-allotment Closing   6,720,000 
    51,520,000 
Offering Costs:     
Underwriting discounts and commissions   (3,806,400)
Other offering costs   (190,031)
Net Proceeds  $47,523,569 

 

Gross Proceeds:    
Initial Closing  $30,000,000 
Over-allotment Closing   4,500,000 
    34,500,000 
Offering Costs:     
Underwriting discounts and commissions   (2,415,000)
Other offering costs   (831,003)
Net Proceeds  $31,253,997 

 
Schedule of assumptions used in the black-scholes model
   2021   2020 
Stock price  $7.78   $6.00 
Risk-free interest rate   1.23%   0.24%
Volatility   46.91%   45.17%
Expected life in years   10    3 
Dividend yield   0.00%   0.00%

 

   2021   2020 
Stock price   $7.50-$12.92    $6.00-$12.72 
Risk-free interest rate   0.35-0.87%    0.37-1.56% 
Volatility   45.53-53.99%    42.03-52.67% 
Expected life in years   3-5.89    3-10 
Dividend yield   0.00%   0.00%

 
Schedule of warrants activity
           Weighted 
       Weighted   Average 
   Number of   Average   Remaining 
   Shares Under   Exercise   Contractual 
   Warrant   Price   Life 
Balance on December 31, 2020   1,879,803   $9.16    2.2 
Issued   1,565,656   $7.89    4.5 
Exercised   (139,605)  $9.75      
Expired   
-
    
-
      
Canceled   
-
    
-
      
Balance on December 31, 2021   3,305,854   $8.53    5.2 

 
Schedule of stock option activity
   Number of Shares Under Option   Weighted Average Exercise Price   Weighted
Average
Remaining
Contractual
Life		 
Balance on December 31, 2019   225,001   $9.75    4.7 
Granted   596,216   $7.36      
Expired   (16,876)          
Terminated   (4,792)          
Canceled   (231,543)          
Balance on December 31, 2020   568,006   $7.39    9.4 
Granted   336,038   $4.91      
Exercised   (47,846)          
Expired   (168,750)          
Terminated   
-
           
Canceled   
-
           
Balance on December 31, 2021   687,448   $6.79    8.2 
Vested and Exercisable at December 31, 2021 536,078 $ 7.95 7.9

 
XML 42 R31.htm IDEA: XBRL DOCUMENT v3.22.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Schedule of segment information
    Year Ended     Year Ended  
    December 31, 2021     December 31, 2020  
    Ondas
Networks		     American
Robotics		     Total     Ondas
Networks		     American
Robotics		     Total  
Revenue, net   $ 2,840,154     $ 66,617     $ 2,906,771     $ 2,163,719     $
       -
     $ 2,163,719  
Depreciation and amortization     126,728       1,385,866       1,512,594       117,599      
-
       117,599  
Interest income     10,399       1,179       11,578       251      
-
       251  
Interest expense     574,889       796       575,685       1,936,847      
-
       1,936,847  
Stock based compensation     1,642,507       1,611,083       3,253,590       4,676,362      
-
       4,676,362  
Benefit from income taxes     -       2,921,982       2,921,982       -       -       -  
Net loss     (7,888,588 )     (7,135,254 )     (15,023,842 )     (13,477,880 )    
-
       (13,477,880 )
Goodwill     -       45,026,583       45,026,583       -       -       -  
Capital expenditures     123,854       799,864       923,718       8,598      
-
       8,598  
Total assets     45,226,925      

72,211,650

      

117,438,575

       28,511,769      
-
       28,511,769  
XML 43 R32.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of provision for (benefit from) income taxes
   December 31, 
   2021   2020 
Current        
U.S. Federal  $
—
   $
—
 
State and local   
—
    
—
 
   $
—
   $
—
 
Deferred          
U.S. Federal  $

(2,360,923

)  $
—
 
State and local   

(561,059

)   
—
 
   $

(2,921,982

)  $
—
 
Total          
U.S. Federal  $

(2,360,923

)  $
—
 
State and local   

(561,059

)   
—
 
   $

(2,921,982

)  $
—
 

 
Schedule of deferred tax assets and liabilities
   December 31, 
   2021   2020 
Deferred Tax Assets:        
Tax benefit of net operating loss carry-forward  $17,577,952   $14,064,563 
Accrued liabilities   69,525    327,749 
Stock based compensation   1,630,004    1,252,855 
Deferred Rent   159,558    15,778 
R&D Credit   1,046,841    1,054,989 
Total deferred tax assets   20,483,880    16,715,934 
           
Deferred Tax Liabilities:          
Depreciation   (12,706)   (36,897)
Amortization   (5,331)   (9,670)
Intangibles   (5,743,441)   
-
 
Deferred Rent   (193,482)   (14,344)
Total deferred tax liabilities   (5,954,960)   (60,911)
Total net deferred tax assets   14,528,920    16,655,023 
Valuation allowance for deferred tax assets   (14,528,920)   (16,655,023)
Deferred tax assets, net of valuation allowance  $
-
   $
-
 
Schedule of valuation allowance
   Years Ended
December 31,		 
   2021   2020 
         
Beginning of the year  $16,655,023   $13,102,327 
Change in valuation account   (2,126,103)   3,552,696 
End of the year  $14,528,920   $16,655,023 

 
Schedule of provision for income taxes with the amounts
   Years Ended
December 31,		 
   2021   2020 
U.S. federal statutory rate   (21.0)%   (21.0)%
Federal True Ups   0.5%   1.8%
State taxes, net of federal benefit   14.01%   (6.2)%
Change in valuation allowance   
(11,85
)%   26.4%
Nondeductible Expenses   2.01%   0.5%
R&D Credit   0.05%   (1.5)%
Effective income tax rate   (16.28)%   0.0%

 
XML 44 R33.htm IDEA: XBRL DOCUMENT v3.22.1
Description of Business and Basis of Presentation (Details) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 03, 2020
Jun. 30, 2021
Mar. 31, 2020
Dec. 31, 2021
Dec. 31, 2020
Description of Business and Basis of Presentation (Details) [Line Items]          
Reverse stock split, description On November 3, 2020, the Board of Directors of the Company approved a one-for-three reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”). On November 12, 2020, Company filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split. The Reverse Stock Split became effective at 5:31 p.m.     All common stock, stock options, restricted stock units, warrants and related per share amounts for all periods presented have been retroactively adjusted to give effect to the Reverse Stock Split.  
Stockholders' deficit       $ 112,233,000  
Long-term borrowings outstanding       300,000  
Cash       40,815,000  
Working capital       $ 40,032,000  
Net proceeds from public offering         $ 31,254,000
Generating net proceeds   $ 47,524,000      
Employee reduction, description       The Company’s business, financial condition and results of operations were impacted from the COVID-19 pandemic for the years ended December 31, 2021 and 2020 as follows:   
Percentage of workforce     80.00%    
Description of business activity       On May 13, 2020, we reopened our offices and facilities and as of December 31, 2020 we had no employees remaining on furlough.  
Ondas Network Limited [Member]          
Description of Business and Basis of Presentation (Details) [Line Items]          
Percentage of ownership       100.00%  
XML 45 R34.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details)
 1 Months Ended 12 Months Ended
Oct. 08, 2021
Aug. 06, 2021
Jan. 22, 2021
USD ($)
Jan. 24, 2020
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Summary of Significant Account Policies (Details) [Line Items]            
Reportable segments         2  
Federally insured limits         $ 40,180,000  
Reserves         100,254 $ 0
Impairments of long-lived assets         97,789 33,334
Additional paid-in capital         390,032 929,299
Expensed financing costs         $ 0 0
Income tax, percentage         50.00%  
Business segments         2  
Number of customers         2  
Revenue amount         $ 66,617 $ 0
Sublease agreement, description       the Company and a third party (the “Sublessee”) entered into a Sublease agreement (the “Sublease”) on the North Pastoria Lease, wherein the Sublessee occupied the premises through December 31, 2020. The Sublessee made rent payments of approximately $9,666 and management fee payments of approximately $457 per month beginning February 1, 2020, and a one-time security deposit of $19,332. Sublease rental income for the period from February 1 through December 31, 2020 was $111,349. On December 31, 2020, $10,122 of the security deposit was applied to the December 2020 amount due and the balance was refunded on January 19, 2021.    
Lease term     24 months      
Base rate per month     $ 45,000      
Security deposit amount     $ 90,000      
Description of lease   the Company acquired American Robotics and the American Robotics Lease, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space to approximately 10,450 square feet. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.        
Operating lease description Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022.          
Excess of federally insured limits         $ 40,180,000  
Revenues, percentage         10.00%  
Customer A [Member] | Accounts Receivable [Member]            
Summary of Significant Account Policies (Details) [Line Items]            
Accounts receivable percentage         54.00%  
Customer B [Member] | Accounts Receivable [Member]            
Summary of Significant Account Policies (Details) [Line Items]            
Accounts receivable percentage         36.00% 14.00%
Held in percentage           86.00%
Revenue [Member] | Accounts Receivable [Member]            
Summary of Significant Account Policies (Details) [Line Items]            
Revenues, percentage           5.00%
XML 46 R35.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of inventory - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Schedule of inventory [Abstract]    
Raw Material $ 1,153,254 $ 911,753
Work in Process 65,192 172,207
Finished Goods 60,153 68,145
Less Inventory Reserves (100,254)
Total Inventory, Net $ 1,178,345 $ 1,152,105
XML 47 R36.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of changes in fair value associated with level 3 liabilities - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of changes in fair value associated with level 3 liabilities [Abstract]    
Balance, beginning of period
Recognition of derivative liability (32,906)
Change in fair value of derivative liability (37,607)
Reclassification to additional paid in capital 70,513
Balance, end of period
XML 48 R37.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Type of Revenue    
Total revenue $ 2,906,771 $ 2,163,719
Timing of Revenue    
Total revenue 2,906,771 2,163,719
Revenue recognized point in time [Member]    
Timing of Revenue    
Total revenue 438,413 1,287,132
Revenue recognized over time [Member]    
Timing of Revenue    
Total revenue 2,468,358 876,587
Product revenue [Member]    
Type of Revenue    
Total revenue 405,570 1,151,557
Service and subscription revenue [Member]    
Type of Revenue    
Total revenue 96,933 62,410
Development revenue [Member]    
Type of Revenue    
Total revenue 2,401,474 943,357
Other revenue [Member]    
Type of Revenue    
Total revenue $ 2,794 $ 6,395
XML 49 R38.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of deferred warranty activity - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of deferred warranty activity [Abstract]    
Balance, beginning of year $ 165,035 $ 378,850
Additions 2,238,137 1,053,850
Transfer to revenue (1,890,775) (1,267,665)
Balance, end of year $ 512,397 $ 165,035
XML 50 R39.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of lease costs - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Components of total lease costs:    
Operating lease expense $ 522,012 $ 325,839
Short-term lease costs [1] 45,498 7,650
Sublease rental income (111,349)
Total lease costs $ 567,510 $ 222,140
[1] Represents short-term leases which are immaterial.
XML 51 R40.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of ROU lease assets and lease liabilities - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Assets:    
Operating lease assets $ 836,025 $ 51,065
Total lease assets 836,025 51,065
Liabilities:    
Operating lease liabilities, current 550,525 56,168
Operating lease liabilities, net of current 241,677
Total lease liabilities $ 792,202 $ 56,168
XML 52 R41.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of other Information - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of other Information [Abstract]    
Operating cash flows for operating leases $ 525,938 $ 531,166
Weighted average remaining lease term (in years)- operating lease 1 year 5 months 23 days 2 months 12 days
Weighted average discount rate – operating lease 10.93% 14.00%
XML 53 R42.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of measurement of lease liabilities
Dec. 31, 2021
USD ($)
Schedule of measurement of lease liabilities [Abstract]  
2022 $ 603,003
2023 246,242
2024 9,338
Total future minimum lease payments 858,583
Lease imputed interest (66,381)
Total $ 792,202
XML 54 R43.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of net loss per share - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Summary of Significant Account Policies (Details) - Schedule of net loss per share [Line Items]    
Total potentially dilutive securities 4,465,159 2,902,076
Warrants to purchase common stock [Member]    
Summary of Significant Account Policies (Details) - Schedule of net loss per share [Line Items]    
Total potentially dilutive securities 3,258,961 1,832,910
Options to purchase common stock [Member]    
Summary of Significant Account Policies (Details) - Schedule of net loss per share [Line Items]    
Total potentially dilutive securities 687,448 568,006
Restricted stock units [Member]    
Summary of Significant Account Policies (Details) - Schedule of net loss per share [Line Items]    
Total potentially dilutive securities 518,750 501,160
XML 55 R44.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Account Policies (Details) - Schedule of concentration of customers
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Customer A [Member]    
Summary of Significant Account Policies (Details) - Schedule of concentration of customers [Line Items]    
Concentration Percentage 41.00% 47.00%
Customer B [Member]    
Summary of Significant Account Policies (Details) - Schedule of concentration of customers [Line Items]    
Concentration Percentage 55.00% 46.00%
XML 56 R45.htm IDEA: XBRL DOCUMENT v3.22.1
Other Current Assets (Details) - Schedule of other current assets - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Schedule of other current assets [Abstract]    
Prepaid insurance $ 1,026,212 $ 623,627
Other prepaid expenses 423,398 5,403
Total other current assets $ 1,449,610 $ 629,030
XML 57 R46.htm IDEA: XBRL DOCUMENT v3.22.1
Property and Equipment (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 116,231 $ 97,759
Depreciated written off   $ 36,367
XML 58 R47.htm IDEA: XBRL DOCUMENT v3.22.1
Property and Equipment (Details) - Schedule of property and equipment - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Property and equipment gross $ 1,456,661 $ 471,513
Less: accumulated depreciation (424,662) (308,429)
Total property and equipment 1,031,999 163,084
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 149,916 149,916
Computer equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 183,869 112,615
Furniture and fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 141,053 94,053
Software [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 88,284 61,287
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 37,401 28,247
Development equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 56,275 25,395
Base stations [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 117,850
Drones [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 54,969
Construction in progress [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross $ 627,044
XML 59 R48.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Business Acquisition (Details)
 12 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Goodwill and Business Acquisition (Details) [Line Items]  
Business acquisitions, description Pursuant to the Agreement, American Robotics stockholders and certain service providers received (i) cash consideration in an amount equal to $7,500,000, less certain indebtedness, transaction expenses and other expense amounts as described in the Agreement; (ii) 6,750,000 shares of the Company’s common stock (inclusive of 26 fractional shares paid in cash as set forth in the Agreement); (iii) warrants exercisable for 1,875,000 shares of the Company’s common stock (the “Warrants”) (inclusive of 24 fractional shares paid in cash and the equivalent of Warrants for 309,320 shares representing the value of options exercisable for 211,038 shares issued under the Company’s incentive stock plan and reducing the aggregate amount of Warrants as set forth in the Agreement); and (iv) the cash release from the PPP Loan Escrow Amount (as defined in the Agreement). Each of the Warrants entitle the holder to purchase a number of shares of the Company’s common stock at an exercise price of $7.89. Each of the Warrants shall be exercisable in three equal annual instalments commencing on the one-year anniversary of the Closing Date and shall have a term of ten years. 59,544 of the stock options were issued fully vested to employees who did not exercise their American Robotics options prior to the Closing Date and had no ongoing service requirements and therefore they were included in the purchase consideration. The remaining 151,494 stock options issued vest over four years and are contingent on ongoing employment by the employee and are recorded as compensation expense over the service period.    
Exercise price per shares (in Dollars per share) | $ / shares $ 7.89
Transaction costs $ 1,644,000
Restricted stock units 1,452,385
Unrecognized compensation expense $ 9,244,115
Aggregate shares (in Shares) | shares 2,583,826
Reduction in deferred liability $ 9,818,238
Net other changes 3,838
Increase in goodwill $ 11,245,618
Incentive Stock Plan [Member]  
Goodwill and Business Acquisition (Details) [Line Items]  
Restricted shares issued (in Shares) | shares 1,375,000
XML 60 R49.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Business Acquisition (Details) - Schedule of consideration
 12 Months Ended
Dec. 31, 2021
USD ($)
Schedule of consideration [Abstract]  
Fair value of total consideration transferred $ 69,311,577
Cash 920,011
Other current assets 148,043
Property and equipment 61,430
Intangible assets 26,180,000
Right of use asset 463,252
Other long-term assets 87,217
Total assets acquired 27,859,953
Accounts payable 129,541
Deferred revenue 32,992
Accrued payroll and rent 42,617
Lease liabilities 447,827
Deferred tax liability 2,921,982
Total liabilities assumed 3,574,959
Total net assets acquired 24,284,994
Goodwill 45,026,583
Total $ 69,311,577
XML 61 R50.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Business Acquisition (Details) - Schedule of operating results - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of operating results [Abstract]    
Revenue, net $ 2,967,591 $ 1,977,698
Net loss $ (23,974,346) $ (19,090,387)
Basic Earnings Per Share $ (0.56) $ (0.46)
Diluted Earnings Per Share $ (0.56) $ (0.46)
XML 62 R51.htm IDEA: XBRL DOCUMENT v3.22.1
Intangible Assets (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 1,396,364 $ 19,840
Recognized loss intangible asset $ 97,789 $ 33,334
Intangible asset term 5 years  
XML 63 R52.htm IDEA: XBRL DOCUMENT v3.22.1
Intangible Assets (Details) - Schedule of finite-lived intangible assets - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 26,586,942 $ 400,619
Accumulated Amortization (1,417,452) (21,089)
Net Carrying Amount 25,169,489 379,530
Patents [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 75,266 25,598
Accumulated Amortization (13,077) (3,809)
Net Carrying Amount $ 62,189 21,789
Useful Life 10 years  
Patents in Process [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 89,767 133,112
Accumulated Amortization
Net Carrying Amount $ 89,767 133,112
Useful Life  
Licenses [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 241,909 241,909
Accumulated Amortization (41,471) (17,280)
Net Carrying Amount $ 200,438 224,629
Useful Life 10 years  
Trademarks [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 3,230,000
Accumulated Amortization (130,242)
Net Carrying Amount $ 3,099,758
Useful Life 10 years  
FAA Waiver [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 5,930,000
Accumulated Amortization (239,113)
Net Carrying Amount $ 5,690,887
Useful Life 10 years  
Developed Technology [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 16,120,000
Accumulated Amortization (650,000)
Net Carrying Amount $ 15,470,000
Useful Life 10 years  
Non-Compete Agreements [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 840,000
Accumulated Amortization (338,710)
Net Carrying Amount $ 501,290
Useful Life 1 year  
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 60,000
Accumulated Amortization (4,839)
Net Carrying Amount $ 55,161
Useful Life 5 years  
XML 64 R53.htm IDEA: XBRL DOCUMENT v3.22.1
Intangible Assets (Details) - Schedule of estimated amortization expense
Dec. 31, 2021
USD ($)
Schedule of estimated amortization expense [Abstract]  
2022 $ 2,072,570
2023 2,571,280
2024 2,571,003
2025 2,571,003
2026 $ 2,566,164
XML 65 R54.htm IDEA: XBRL DOCUMENT v3.22.1
Long-Term Equity Investment (Details) - USD ($)
Oct. 05, 2021
Dec. 31, 2021
Dec. 31, 2020
Investment [Abstract]      
Purchase shares (in Shares) 3,141,098    
Par value (in Dollars per share) $ 0.00001    
Aggregate amount $ 500,000    
Subscription per share (in Dollars per share) $ 0.15918    
Ownership percentage 11.00%    
Long-term equity investment   $ 500,000 $ 0
XML 66 R55.htm IDEA: XBRL DOCUMENT v3.22.1
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Schedule of accrued expenses and other current liabilities [Abstract]    
Accrued payroll and other benefits $ 269,725 $ 2,125,981
D&O insurance financing payable 719,313 479,712
Accrued interest 44,579
Accrued professional fees 117,008 115,000
Other accrued expenses 43,861 67,508
Total accrued expenses and other current liabilities $ 1,149,907 $ 2,832,780
XML 67 R56.htm IDEA: XBRL DOCUMENT v3.22.1
Secured Promissory Notes (Details) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 09, 2020
Oct. 09, 2018
Jun. 25, 2021
Apr. 15, 2021
Sep. 04, 2020
Oct. 28, 2019
Jun. 18, 2019
Mar. 09, 2018
Dec. 31, 2021
Dec. 31, 2020
Apr. 14, 2021
Dec. 15, 2019
Secured Promissory Notes (Details) [Line Items]                        
Aggregate principal amount                   $ 7,003,568    
Debt discount                 $ 0 $ 120,711    
Advance description             the Company and Steward Capital entered into a letter of agreement to amend the Agreement (the “First Amendment”) to (i) extend and amend the maturity date, as defined in Section 1.1 of the Agreement, to read in its entirety “means September 9, 2020” (the “Maturity Date”); (ii) waive the repayment requirement to Steward Capital under Section 2.3 of the Agreement, in connection with the then proposed public offering of the Company as described in the Company’s Registration Statement on Form S-1, as amended, originally filed on April 12, 2019, and (iii) waive the restriction by Steward Capital on the prepayment of Indebtedness under Section 7.4 of the Agreement.          
Outstanding principal, percentage             3.00%          
Common stock share issued (in Shares)                 40,990,604 26,540,769    
Common stock share value                 $ 4,099 $ 2,654    
Additional paid in capital                 192,502,122 80,330,488 $ 280,000  
Paid amount       $ 67,150                
Accreted costs                   550,000    
Final payment     $ 7,044,750                  
Steward capital     6,574,278                  
Principal amount     404,729                  
Interest other fees     $ 65,743                  
Accrued interest                 0 44,579    
Interest expenses                 426,448 $ 1,181,288    
Steward Capital [Member]                        
Secured Promissory Notes (Details) [Line Items]                        
Paid amount $ 5,000,000                      
Principal value 4,679,958                      
Accrued interest $ 320,042                      
Steward Capital Holdings LP [Member]                        
Secured Promissory Notes (Details) [Line Items]                        
Agreement, description           On October 28, 2019, the Company and Steward Capital entered into a letter of agreement to amend the Agreement, as amended (the “Second Amendment”) wherein the parties agreed to (i) extend and amend the due date for all accrued and unpaid interest starting September 2, 2019 to the Maturity Date and (ii) extend and amend the due date for the 3% fee payable to Steward Capital in connection with the First Amendment and waiver dated June 2019 to be payable on the Maturity Date.            
Common stock share issued (in Shares)                       120,000
Common stock share value                       $ 300,000
Steward Capital Holdings LP [Member] | Loan And Security Agreement Member                        
Secured Promissory Notes (Details) [Line Items]                        
Agreement, description         On September 4, 2020, the Company and Steward Capital entered into the Second Amendment to the Loan and Security Agreement (the “Second Amendment”) to (i) extend the Maturity Date to September 9, 2021 (the “Extended Maturity Date”) and agree to convert all accrued interest into the note, resulting in a new principal balance of $11,254,236, (ii) make all accrued and unpaid interest from September 9, 2020 through the date of maturity due on the Extended Maturity Date, (iii) on or before October 1, 2020, Company were to issue 40,000 shares of Company’s stock to Steward valued at $9.75 per share, or total of $390,000 (issued on September 30, 2020) and (iv) make the fee of 3% of the outstanding principal balance of the loan, or $300,000 (as defined in the First Amendment) due at the updated maturity date of September 9, 2021.              
Steward Capital Holdings LP [Member] | Loan And Security Agreement Member | Secured Term Promissory Note [Member]                        
Secured Promissory Notes (Details) [Line Items]                        
Aggregate principal amount   $ 10,000,000           $ 10,000,000        
Secured term promissory note   $ 5,000,000           $ 5,000,000        
Line of credit interest rate description   The Second Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%.           The Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%.        
Payment of loan commitment fees               $ 25,000        
Funding in loan facility charges               $ 100,000        
Percentage of loan facility               1.00%        
Debt discount               $ 50,000        
Debt principal and interest outstanding amount                 $ 250,000      
Maturity date   Apr. 09, 2020                    
Funding in loan facility charges   $ 50,000                    
XML 68 R57.htm IDEA: XBRL DOCUMENT v3.22.1
Long-Term Notes Payable (Details) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 27, 2019
Dec. 31, 2021
Dec. 31, 2020
May 04, 2020
Long-Term Notes Payable (Details) [Line Items]        
Long term investment cost   $ 50,000,000    
Warrants to purchase shares of common stock (in Shares)   3,305,854    
Convertible Promissory Notes [Member]        
Long-Term Notes Payable (Details) [Line Items]        
Convertible promissory note   $ 300,000 $ 300,000  
Description of payment of quarterly gross revenue   The maturity date of the Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid.    
Accrued interest   $ 40,152 36,329  
Interest expense   $ 15,000 $ 15,000  
Warrants to purchase shares of common stock (in Shares) 46,893      
Paycheck Protection Program Loan [Member]        
Long-Term Notes Payable (Details) [Line Items]        
Principal amount       $ 666,091
Interest rate per annum   1.00%    
Description of paycheck protection program loan   For purposes of the CARES Act, payroll costs excluded compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount could be for non-payroll costs. Forgiveness was reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually were reduced by more than 25%.    
Common Stock [Member]        
Long-Term Notes Payable (Details) [Line Items]        
Percentage of conversion price   20.00%    
XML 69 R58.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders’ Equity (Details) - USD ($)
 1 Months Ended 12 Months Ended
Jan. 19, 2021
Dec. 08, 2020
Dec. 03, 2020
Nov. 12, 2020
Nov. 03, 2020
Aug. 14, 2020
Jun. 03, 2020
May 06, 2020
Aug. 05, 2021
Jan. 29, 2021
Dec. 31, 2020
Dec. 16, 2020
Sep. 27, 2019
Dec. 31, 2021
Aug. 08, 2021
Dec. 31, 2020
Dec. 31, 2018
Nov. 05, 2021
Sep. 09, 2020
Dec. 31, 2019
Stockholders’ Equity (Details) [Line Items]                                        
Preferred stock, authorized                     5,000,000     5,000,000   5,000,000        
Preferred stock, par value (in Dollars per share)                     $ 0.0001     $ 0.0001   $ 0.0001        
Preferred stock, shares Issued                                  
Certificate of designation series A preferred stock           5,000,000                            
Percentage purchase price                           25.00%            
Purchase price (in Dollars)                           $ 6            
Effective interest rate                           25.00%            
Effective conversion price (in Dollars)                           $ 6            
Stockholder debt term           1 year                            
Preferred stock, shares outstanding                                  
Conversion of aggregate of shares   979,361                                    
Aggregate of shares   195,881                                    
Percentage of premium   25.00%                                    
Additional aggregate of shares issued   15,093                                    
Reverse stock split, description         On November 3, 2020, the Board of Directors of the Company approved a one-for-three reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”). On November 12, 2020, Company filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split. The Reverse Stock Split became effective at 5:31 p.m.                 All common stock, stock options, restricted stock units, warrants and related per share amounts for all periods presented have been retroactively adjusted to give effect to the Reverse Stock Split.            
Common stock, authorized                     116,666,667     116,666,667   116,666,667        
Public offering, description                     the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Underwriters, relating to the Company’s public offering (the ”2020 Public Offering”) of 5,000,000 shares (the “2020 Firm Shares”) of the Company’s Common Stock, par value $0.0001 per share. Pursuant to the 2020 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of Common Stock (the “2020 Option Shares,” and together with the 2020 Firm Shares, the “2020 Shares”) to cover over-allotments.     the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Oppenheimer & Co. Inc., acting as the representative for the underwriters identified therein (the “Underwriters”), relating to the Company’s public offering (the “2021 Public Offering”) of 6,400,000 shares (the “2021 Firm Shares”) of the Company’s Common Stock. Pursuant to the 2021 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 960,000 shares of Common Stock (the “2021 Option Shares,” and together with the 2021 Firm Shares, the “2021 Shares”) to cover over-allotments.The Underwriters agreed to purchase the 2021 Firm Shares from the Company with the option to purchase the 2021 Option Shares at a price of $6.51 per share. The 2021 Shares were offered, issued, and sold pursuant to the Form S-3 and accompanying prospectus filed with the SEC under the Securities Act. On June 11, 2021, pursuant to the 2021 Public Offering, the Company issued 7,360,000 shares of Common Stock (2021 Firm Shares and 2021 Option Shares) at a public price of $7.00 for net proceeds to the Company of $47,523,569 after deducting the underwriting discount and offering fees and expenses payable by the Company.             
Number of warrants to purchase                           289,253            
Additional net proceeds (in Dollars)                           $ 47,523,569            
Warrants outstanding to purchase an aggregate                           3,305,854            
Options term                           5 years 2 months 26 days            
Stock options exercise price (in Dollars per share)                     $ 7.39     $ 6.79 $ 7.89 $ 7.39       $ 9.75
Weighted average exercise price (in Dollars per share)                           $ 8.53            
Warrants to purchase an aggregate of common stock (in Dollars per share)                             $ 1,565,656          
Fully vested warrant term                           5 years            
Stock options to purchase common stock, description                 On August 5, 2021, the Company issued 211,038 Stock Options to employees of American Robotics in connection with the merger. Of these Stock Options 50,543 were issued as fully vested with no further service obligations and were included in the purchase consideration. The remaining 151,495 vest over a four-year period and are contingent on ongoing employment. They are included in compensation expense.          As of December 31, 2021, we had Stock Options outstanding to purchase an aggregate of 856,198 shares of Common Stock with a weighted-average contractual remaining life of approximately 8.76 years, and exercise prices ranging from $1.37 to $12.92 per share, resulting in a weighted average exercise price of $6.72 per share.    As of December 31, 2020, we had Stock Options outstanding to purchase an aggregate of 568,006 shares of Common Stock with a weighted-average contractual remaining life of approximately 9.45 years, and exercise prices ranging from $6.39 to $12.72 per share, resulting in a weighted average exercise price of $7.39 per share.         
Compensation expense related to non-vested options (in Dollars)                           $ 864,679            
Weighted-average period                           3 years 10 months 24 days            
Restricted stock units description                 the Company entered into employment agreements and awarded 1,375,000 restricted stock units pursuant to the 2018 Plan to key members of American Robotics’ management. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The restricted stock units vest in three successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment. The compensation expense recognized in 2021 in respect of these restricted stock units was $1,452,385, and as of December 31, 2021 the unrecognized compensation expense was $9,245,115.On January 25, 2021, the Compensation Committee approved the following grants: (a) for Messrs. Cohen, Reisfield and Silverman (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (b) for Mr. Seidl and Ms. Sood (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (ii) 10,000 restricted stock units pursuant to the 2018 Plan.                      
Unrecognized compensation expense (in Dollars)                           $ 127,200            
Restricted stock purchase             1,000,000                          
Shares options issued non-vested, description                               Non-vested RSUs as of December 31, 2020 totalled 625,0000 shares.        
recognized compensation expense (in Dollars)                     $ 3,150,000     $ 1,050,000   $ 3,150,000        
Convertible Preferred Stock [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Preferred stock, shares outstanding   2,350,390                                    
Securities Purchase Agreement [Member] | Placement Agent [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Reimbursement of transaction expenses (in Dollars)   $ 6                                    
Number of warrants to purchase   26,762,000                                    
Equity Incentive Plan [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Common stock reserved for issuance                           3,333,334            
Reverse Stock Split [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Agreement, description       Eastern Time, on November 13, 2020. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would result from the Reverse Stock Split will be rounded up to the nearest whole share. Following the Reverse Stock Split, the Company has 116,666,667 shares of Common Stock authorized.                                
Equity Incentive Plan [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Common stock reserved for issuance                           6,000,000            
Restricted Stock Units (RSUs) [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Weighted-average contractual remaining life                               1 year 3 months        
Compensation committee grants                                   6,362    
Restricted stock purchase                                 126,160      
Stock compensation expense (in Dollars)                               $ 3,150,000        
Weighted average grant-date fair value of exercise price (in Dollars per share)                               $ 8.4        
Vesting period                           2 years   2 years        
recognized compensation expense (in Dollars)                     $ 5,250,000         $ 5,250,000        
Description of restricted stock units Effective January 19, 2021, (i) Mr. Bushey received 500,000 RSUs (375,000 RSUs vested as of December 31, 2020 and 125,000 RSUs on which the Compensation Committee accelerated vesting), which RSUs will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election, and (ii) 500,000 RSUs were cancelled.                                      
Weighted average grant-date fair value (in Dollars per share)                           $ 0.64            
Restricted Stock Units (RSUs) [Member] | Consultant [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Stock compensation expense (in Dollars)                           $ 0   $ 30,357        
Securities Purchase Agreement [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Agreement, description           the Company entered into securities purchase agreements (the “2020 Purchase Agreements”) with certain purchasers (the “2020 Investors”), which provided for the sale of an aggregate of $4,435,000 ($4,483,749 after payment of offering expenses) and the exchange for debt of $265,779 of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”) at a purchase price of $2.00 per share (the “Purchase Price”) (the “Offering”). On August 14, 2020 and August 27, 2020, pursuant to the 2020 Purchase Agreements, the Company issued an aggregate of 2,350,390 shares of Series A Preferred to the 2020 Investors (collectively the “2020 Closing”). In connection with the 2020 Closing, Eric Brock, the Company’s Chief Executive Officer purchased 157,500 shares of Series A Preferred.                            
Over-Allotment Option [Member] | Securities Purchase Agreement [Member] | Investor [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Description of transaction                   a shelf Registration Statement on Form S-3 for up to $150,000,000 with the SEC (the “Form S-3”) for shares of its Common Stock; shares of its preferred stock, which the Company may issue in one or more series or classes; debt securities, which the company may issue in one or more series; warrants to purchase its Common Stock, preferred stock or debt securities; and units. The Form S-3 was declared effective by the SEC on February 5, 2021.                    
Public Offering [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Number of shares issued     5,000,000                                  
Convertible Notes Payable [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Warrants outstanding to purchase an aggregate                         46,893              
Convertible Notes Payable [Member] | Other Financing Agreements [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Debt principal and interest outstanding amount (in Dollars)                                     $ 120,000  
Minimum [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Stock options exercise price (in Dollars per share)                           $ 0.03            
Maximum [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Stock options exercise price (in Dollars per share)                           $ 9.75            
Preferred Stock [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Preferred stock, authorized                           116,666,667            
Preferred stock, par value (in Dollars per share)                           $ 0.0001            
Preferred stock, shares Issued                           40,990,604            
Preferred stock description                           On December 31, 2021, the Company had 10,000,000 shares of preferred stock, par value $0.0001, authorized, of which 5,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”) and 5,000,000 shares are non-designated (“blank check”) shares. As of December 31, 2021 and December 31, 2020, the Company had no preferred stock outstanding.             
Additional net proceeds (in Dollars)                                      
Common Stock [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Common stock, authorized       116,666,667                                
Number of shares issued                       750,000   7,360,000            
Additional net proceeds (in Dollars)                       $ 4,200,000   $ 736            
Warrant [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Number of warrants to purchase               231,543                        
Warrants exercise price (in Dollars per share)               $ 7.5           $ 9.75            
Description of warrant rights               On May 6, 2020, the Company’s Board granted (i) an aggregate of 47,917 Warrants with an exercise price of $7.50 per share and a grant date fair value of $1.00 per share, and (ii) an aggregate of 9,793 Warrants with an exercise price of $6.39 per share and a grant date fair value of $1.71 per share.                         
Warrant fair value (in Dollars per share)                           $ 1,361,149            
Stock options to purchase               231,543                        
Warrants to purchase shares                           139,605            
Warrant [Member] | Securities Purchase Agreement [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Number of warrants to purchase                     1,879,803         1,879,803        
Weighted-average contractual remaining life                               2 years 2 months 12 days        
Warrants exercise price (in Dollars per share)                     $ 9.16         $ 9.16        
Warrant [Member] | Minimum [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Warrant fair value (in Dollars per share)               $ 1.4                        
Warrant [Member] | Minimum [Member] | Securities Purchase Agreement [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Warrants exercise price (in Dollars per share)                     0.03         0.03        
Warrant [Member] | Maximum [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Warrant fair value (in Dollars per share)               $ 2.37                        
Warrant [Member] | Maximum [Member] | Securities Purchase Agreement [Member]                                        
Stockholders’ Equity (Details) [Line Items]                                        
Warrants exercise price (in Dollars per share)                     $ 9.75         $ 9.75        
XML 70 R59.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders’ Equity (Details) - Schedule of net proceeds of the offering - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Gross Proceeds:    
Initial Closing $ 44,800,000 $ 30,000,000
Over-allotment Closing 6,720,000 4,500,000
Total proceeds 51,520,000 34,500,000
Offering Costs:    
Underwriting discounts and commissions (3,806,400) (2,415,000)
Other offering costs (190,031) (831,003)
Net Proceeds $ 47,523,569 $ 31,253,997
XML 71 R60.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders’ Equity (Details) - Schedule of assumptions used in the black-scholes model - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Stockholders’ Equity (Details) - Schedule of assumptions used in the black-scholes model [Line Items]    
Stock price (in Dollars per share) $ 7.78 $ 6
Risk-free interest rate 1.23% 0.24%
Volatility 46.91% 45.17%
Expected life in years 10 years 3 years
Dividend yield 0.00% 0.00%
Minimum [Member]    
Stockholders’ Equity (Details) - Schedule of assumptions used in the black-scholes model [Line Items]    
Stock price (in Dollars per share) $ 7.5 $ 6
Risk-free interest rate 0.35% 0.37%
Volatility 45.53% 42.03%
Expected life in years 3 years 3 years
Maximum [Member]    
Stockholders’ Equity (Details) - Schedule of assumptions used in the black-scholes model [Line Items]    
Stock price (in Dollars per share) $ 12.92 $ 12.72
Risk-free interest rate 0.87% 1.56%
Volatility 53.99% 52.67%
Expected life in years 5 years 10 months 20 days 10 years
XML 72 R61.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders’ Equity (Details) - Schedule of warrants activity - Warrants Activity [Member]
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Stockholders’ Equity (Details) - Schedule of warrants activity [Line Items]  
Number of Shares Under Warrant, beginning balance | shares 1,879,803
Weighted Average Exercise Price, beginning balance | $ / shares $ 9.16
Weighted Average Remaining Contractual Life, beginning balance 2 years 2 months 12 days
Number of Shares Under Warrant, Issued | shares 1,565,656
Weighted Average Exercise Price, Issued | $ / shares $ 7.89
Weighted Average Remaining Contractual Life, Issued 4 years 6 months
Number of Shares Under Warrant, Exercised | shares (139,605)
Weighted Average Exercise Price, Exercised | $ / shares $ 9.75
Number of Shares Under Warrant, Expired | shares
Weighted Average Exercise Price, Expired | $ / shares
Number of Shares Under Warrant, Canceled | shares
Weighted Average Exercise Price, Canceled | $ / shares
Number of Shares Under Warrant, ending balance | shares 3,305,854
Weighted Average Exercise Price, ending balance | $ / shares $ 8.53
Weighted Average Remaining Contractual Life, ending balance 5 years 2 months 12 days
XML 73 R62.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders’ Equity (Details) - Schedule of stock option activity - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of stock option activity [Abstract]    
Number of Shares Under Option, beginning 568,006 225,001
Weighted Average Exercise Price, beginning (in Dollars per share) $ 7.39 $ 9.75
Weighted Average Remaining Contractual Life, beginning 9 years 4 months 24 days 4 years 8 months 12 days
Number of Shares Under Option, ending 687,448 568,006
Weighted Average Exercise Price, ending (in Dollars per share) $ 6.79 $ 7.39
Weighted Average Remaining Contractual Life, ending 8 years 2 months 12 days 9 years 4 months 24 days
Number of Shares Under Option, Vested and Exercisable 536,078  
Weighted Average Exercise Price, Vested and Exercisable (in Dollars per share) $ 7.95  
Weighted Average Remaining Contractual Life, Vested and Exercisable 7 years 10 months 24 days  
Number of Shares Under Option, Granted 336,038 596,216
Weighted Average Exercise Price, Granted (in Dollars per share) $ 4.91 $ 7.36
Number of Shares Under Option, Exercised (47,846)  
Number of Shares Under Option,Expired (168,750) (16,876)
Number of Shares Under Option, Terminated (4,792)
Number of Shares Under Option, Canceled (231,543)
XML 74 R63.htm IDEA: XBRL DOCUMENT v3.22.1
Segment Information (Details) - Schedule of segment information - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting Information [Line Items]    
Revenue, net $ 2,906,771 $ 2,163,719
Depreciation and amortization 1,512,594 117,599
Interest income 11,578 251
Interest expense 575,685 1,936,847
Stock based compensation 3,253,590 4,676,362
Benefit from income taxes 2,921,982  
Net loss (15,023,842) (13,477,880)
Goodwill 45,026,583
Capital expenditures 923,718 8,598
Total assets 117,438,575 28,511,769
Ondas Networks [Member]    
Segment Reporting Information [Line Items]    
Revenue, net 2,840,154 2,163,719
Depreciation and amortization 126,728 117,599
Interest income 10,399 251
Interest expense 574,889 1,936,847
Stock based compensation 1,642,507 4,676,362
Net loss (7,888,588) (13,477,880)
Capital expenditures 123,854 8,598
Total assets 45,226,925 28,511,769
American Robotics [Member]    
Segment Reporting Information [Line Items]    
Revenue, net 66,617
Depreciation and amortization 1,385,866
Interest income 1,179
Interest expense 796
Stock based compensation 1,611,083
Benefit from income taxes 2,921,982  
Net loss (7,135,254)
Goodwill 45,026,583  
Capital expenditures 799,864
Total assets $ 72,211,650
XML 75 R64.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Details) - USD ($)
 1 Months Ended 12 Months Ended
Mar. 27, 2020
Dec. 31, 2021
Dec. 31, 2020
Income Taxes (Details) [Line Items]      
Amount of federal and state NOLs   $ 79,000,000 $ 51,000,000
Expiration, description   The acquisition of ARI resulted in the addition of Federal NOLs of $15 million. The Federal NOLs of $15 million generated in 2007 through 2017 will begin to expire in 2027 through 2037. The Federal NOLs of $64 million generated in 2018 through 2021 have no expiration.  
Amount of federal and state NOLs  
Amount of addition state NOLs   15,000,000  
Federal research and development credits   $ 1,047,000 1,055,000
Income tax expense benefit, percentage   50.00%  
Net operating loss carryforwards 80.00%    
State NOLs [Member]      
Income Taxes (Details) [Line Items]      
Amount of federal and state NOLs   $ 70,000,000 $ 49,000,000
XML 76 R65.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Details) - Schedule of provision for (benefit from) income taxes - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Current    
U.S. Federal
State and local
Total
Deferred    
U.S. Federal (2,360,923)
State and local (561,059)
Total (2,921,982)
Total    
U.S. Federal (2,360,923)
State and local (561,059)
Total $ (2,921,982)
XML 77 R66.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Deferred Tax Assets:      
Tax benefit of net operating loss carry-forward $ 17,577,952 $ 14,064,563  
Accrued liabilities 69,525 327,749  
Stock based compensation 1,630,004 1,252,855  
Deferred Rent 159,558 15,778  
R&D Credit 1,046,841 1,054,989  
Total deferred tax assets 20,483,880 16,715,934  
Deferred Tax Liabilities:      
Depreciation (12,706) (36,897)  
Amortization (5,331) (9,670)  
Intangibles (5,743,441)  
Deferred Rent (193,482) (14,344)  
Total deferred tax liabilities (5,954,960) (60,911)  
Total net deferred tax assets 14,528,920 16,655,023  
Valuation allowance for deferred tax assets (14,528,920) (16,655,023) $ (13,102,327)
Deferred tax assets, net of valuation allowance  
XML 78 R67.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Details) - Schedule of valuation allowance - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of valuation allowance [Abstract]    
Beginning of the year $ 16,655,023 $ 13,102,327
Change in valuation account (2,126,103) 3,552,696
End of the year $ 14,528,920 $ 16,655,023
XML 79 R68.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Details) - Schedule of provision for income taxes with the amounts
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of provision for income taxes with the amounts [Abstract]    
U.S. federal statutory rate (21.00%) (21.00%)
Federal True Ups 0.50% 1.80%
State taxes, net of federal benefit 14.01% (6.20%)
Change in valuation allowance (1185.00%) 26.40%
Nondeductible Expenses 2.01% 0.50%
R&D Credit 0.05% (1.50%)
Effective income tax rate (16.28%) 0.00%
XML 80 R69.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies (Details)
 12 Months Ended
Oct. 08, 2021
Aug. 05, 2021
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Oct. 30, 2018
m²
Commitments and Contingencies (Details) [Line Items]          
Sublease description     The Sublease began on November 1, 2018 and ended on February 28, 2021 at a base monthly rent of $28,577.    
Monthly rent     $ 28,577    
Security deposits     28,577    
Rent expense     $ 80,627 $ 312,301  
Description of operation leases     The lease for our offices and facilities for Ondas Networks at 165 Gibraltar Court, Sunnyvale, CA expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms. On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with Google LLC, the owner and landlord, wherein the base rate is $45,000 per month and including a security deposit in the amount of $90,000.     
Description Of operation leases, one   On August 5, 2021, the Company acquired American Robotics and their Lease (American Robotics Lease), wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.       
Description Of operation leases, two On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022.        
Gibraltar Sublease [Member]          
Commitments and Contingencies (Details) [Line Items]          
Area of square feet | m²         21,982
XML 81 R70.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions (Details) - USD ($)
 1 Months Ended 11 Months Ended 12 Months Ended
Aug. 14, 2020
Apr. 15, 2021
Jan. 31, 2021
Jan. 19, 2021
Dec. 15, 2020
Dec. 31, 2020
Jul. 19, 2021
Jan. 29, 2021
Mar. 14, 2020
Related Party Transactions (Details) [Line Items]                  
Description of related party transaction the Company’s Chief Executive Officer, entered into a Securities Purchase Agreement with other subscribers in which he purchased 52,500 shares of Series A Preferred Convertible Preferred Stock (“Series A Preferred”) at a purchase price of $6.00 per share. On December 8, 2020, along with all other holders of Series A Preferred Mr. Brock converted his 52,500 shares of Series A Preferred into 66,676 shares of Common Stock of the Company, which includes an aggregate of 13,084 shares of Common Stock in connection with a 25% premium and an aggregate of 842 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock.                
Accrued expenses         $ 131,494        
Remaining paid amount   $ 67,150              
Compensation shares (in Shares)           125,000      
RSU [Member]                  
Related Party Transactions (Details) [Line Items]                  
Share units issued (in Shares)       500,000          
Mr. Brock [Member]                  
Related Party Transactions (Details) [Line Items]                  
Accrued amount               $ 64,344 $ 141,667
Stewart W. Kantor [Member]                  
Related Party Transactions (Details) [Line Items]                  
Accrued amount                 $ 8,334
Accrued salary           $ 115,385      
Accrued balance       $ 115,385          
Mr. Kantor [Member]                  
Related Party Transactions (Details) [Line Items]                  
Accrued additional amount           $ 2,850      
Thomas Bushey [Member]                  
Related Party Transactions (Details) [Line Items]                  
Accrued salary       125,256          
Accrued vacation       $ 9,846          
Mr. Bushey [Member]                  
Related Party Transactions (Details) [Line Items]                  
Share units issued (in Shares)           375,000      
Consulting agreement paid amount             $ 7,500    
Mr. Bushey [Member] | RSU [Member]                  
Related Party Transactions (Details) [Line Items]                  
Share units issued (in Shares)     500,000            
XML 82 R71.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events (Details) - Business Combination[Member]
 12 Months Ended
Dec. 31, 2021
USD ($)
shares
Subsequent Events (Details) [Line Items]  
Cash | $ $ 900,000
Common stock shares | shares 780,000
XML 83 f10k2021_ondashold_htm.xml IDEA: XBRL DOCUMENT 0001646188 2021-01-01 2021-12-31 0001646188 2022-03-22 0001646188 2021-06-30 0001646188 2021-12-31 0001646188 2020-12-31 0001646188 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001646188 us-gaap:SeriesAPreferredStockMember 2020-12-31 0001646188 2020-01-01 2020-12-31 0001646188 us-gaap:PreferredStockMember 2019-12-31 0001646188 us-gaap:CommonStockMember 2019-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001646188 us-gaap:RetainedEarningsMember 2019-12-31 0001646188 2019-12-31 0001646188 us-gaap:PreferredStockMember 2020-01-01 2020-12-31 0001646188 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001646188 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001646188 us-gaap:PreferredStockMember 2020-12-31 0001646188 us-gaap:CommonStockMember 2020-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001646188 us-gaap:RetainedEarningsMember 2020-12-31 0001646188 us-gaap:PreferredStockMember 2021-01-01 2021-12-31 0001646188 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001646188 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001646188 us-gaap:PreferredStockMember 2021-12-31 0001646188 us-gaap:CommonStockMember 2021-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001646188 us-gaap:RetainedEarningsMember 2021-12-31 0001646188 onds:OndasNetworkLimitedMember 2021-12-31 0001646188 2021-06-02 2021-06-30 0001646188 2020-01-01 2020-03-31 0001646188 2020-01-01 2020-01-24 0001646188 2021-01-22 0001646188 2021-01-01 2021-01-22 0001646188 2021-08-01 2021-08-06 0001646188 2021-10-01 2021-10-08 0001646188 us-gaap:AccountsReceivableMember onds:ACustomerMember 2021-01-01 2021-12-31 0001646188 us-gaap:AccountsReceivableMember onds:BCustomerMember 2021-01-01 2021-12-31 0001646188 us-gaap:AccountsReceivableMember onds:BCustomerMember 2020-01-01 2020-12-31 0001646188 us-gaap:AccountsReceivableMember onds:RevenueMember 2020-01-01 2020-12-31 0001646188 onds:ProductRevenueMember 2021-01-01 2021-12-31 0001646188 onds:ProductRevenueMember 2020-01-01 2020-12-31 0001646188 onds:ServiceRevenueMember 2021-01-01 2021-12-31 0001646188 onds:ServiceRevenueMember 2020-01-01 2020-12-31 0001646188 onds:DevelopmentRevenueMember 2021-01-01 2021-12-31 0001646188 onds:DevelopmentRevenueMember 2020-01-01 2020-12-31 0001646188 onds:OtherRevenueMember 2021-01-01 2021-12-31 0001646188 onds:OtherRevenueMember 2020-01-01 2020-12-31 0001646188 onds:RevenueRecognizedPointInTimeMember 2021-01-01 2021-12-31 0001646188 onds:RevenueRecognizedPointInTimeMember 2020-01-01 2020-12-31 0001646188 onds:RevenueRecognizedOverTimeMember 2021-01-01 2021-12-31 0001646188 onds:RevenueRecognizedOverTimeMember 2020-01-01 2020-12-31 0001646188 us-gaap:WarrantMember 2021-01-01 2021-12-31 0001646188 us-gaap:WarrantMember 2020-01-01 2020-12-31 0001646188 us-gaap:OptionMember 2021-01-01 2021-12-31 0001646188 us-gaap:OptionMember 2020-01-01 2020-12-31 0001646188 us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0001646188 us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0001646188 onds:ACustomerMember 2021-01-01 2021-12-31 0001646188 onds:ACustomerMember 2020-01-01 2020-12-31 0001646188 onds:BCustomerMember 2021-01-01 2021-12-31 0001646188 onds:BCustomerMember 2020-01-01 2020-12-31 0001646188 us-gaap:VehiclesMember 2021-12-31 0001646188 us-gaap:VehiclesMember 2020-12-31 0001646188 us-gaap:ComputerEquipmentMember 2021-12-31 0001646188 us-gaap:ComputerEquipmentMember 2020-12-31 0001646188 us-gaap:FurnitureAndFixturesMember 2021-12-31 0001646188 us-gaap:FurnitureAndFixturesMember 2020-12-31 0001646188 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2021-12-31 0001646188 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2020-12-31 0001646188 us-gaap:LeaseholdImprovementsMember 2021-12-31 0001646188 us-gaap:LeaseholdImprovementsMember 2020-12-31 0001646188 onds:DevelopmentEquipmentMember 2021-12-31 0001646188 onds:DevelopmentEquipmentMember 2020-12-31 0001646188 onds:BaseStationsMember 2021-12-31 0001646188 onds:BaseStationsMember 2020-12-31 0001646188 onds:DronesMember 2021-12-31 0001646188 onds:DronesMember 2020-12-31 0001646188 us-gaap:ConstructionInProgressMember 2021-12-31 0001646188 us-gaap:ConstructionInProgressMember 2020-12-31 0001646188 onds:IncentiveStockPlanMember 2021-01-01 2021-12-31 0001646188 us-gaap:PatentsMember 2021-12-31 0001646188 us-gaap:PatentsMember 2020-12-31 0001646188 us-gaap:PatentsMember 2021-01-01 2021-12-31 0001646188 onds:PatentsInProcessMember 2021-12-31 0001646188 onds:PatentsInProcessMember 2020-12-31 0001646188 onds:PatentsInProcessMember 2021-01-01 2021-12-31 0001646188 us-gaap:LicenseMember 2021-12-31 0001646188 us-gaap:LicenseMember 2020-12-31 0001646188 us-gaap:LicenseMember 2021-01-01 2021-12-31 0001646188 us-gaap:TrademarksMember 2021-12-31 0001646188 us-gaap:TrademarksMember 2020-12-31 0001646188 us-gaap:TrademarksMember 2021-01-01 2021-12-31 0001646188 onds:FAAWaiverMember 2021-12-31 0001646188 onds:FAAWaiverMember 2020-12-31 0001646188 onds:FAAWaiverMember 2021-01-01 2021-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2021-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2020-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2021-01-01 2021-12-31 0001646188 onds:NonCompeteAgreementsMember 2021-12-31 0001646188 onds:NonCompeteAgreementsMember 2020-12-31 0001646188 onds:NonCompeteAgreementsMember 2021-01-01 2021-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2021-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2020-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2021-01-01 2021-12-31 0001646188 2021-10-01 2021-10-05 0001646188 2021-10-05 0001646188 onds:SecuredTermPromissoryNoteMember onds:LoanAndSecurityAgreementMember onds:StewardCapitalHoldingsLPMember 2018-03-09 0001646188 onds:SecuredTermPromissoryNoteMember onds:LoanAndSecurityAgreementMember onds:StewardCapitalHoldingsLPMember 2018-02-20 2018-03-09 0001646188 onds:SecuredTermPromissoryNoteMember onds:LoanAndSecurityAgreementMember onds:StewardCapitalHoldingsLPMember 2021-12-31 0001646188 onds:SecuredTermPromissoryNoteMember onds:LoanAndSecurityAgreementMember onds:StewardCapitalHoldingsLPMember 2018-10-09 0001646188 onds:SecuredTermPromissoryNoteMember onds:LoanAndSecurityAgreementMember onds:StewardCapitalHoldingsLPMember 2018-10-01 2018-10-09 0001646188 2019-06-01 2019-06-18 0001646188 onds:StewardCapitalHoldingsLPMember 2019-10-01 2019-10-28 0001646188 onds:StewardCapitalHoldingsLPMember 2019-12-15 0001646188 onds:LoanAndSecurityAgreementMember onds:StewardCapitalHoldingsLPMember 2020-08-05 2020-09-04 0001646188 2021-04-14 0001646188 onds:StewardCapitalMember 2020-11-29 2020-12-09 0001646188 onds:StewardCapitalMember 2020-12-09 0001646188 2021-06-01 2021-06-25 0001646188 us-gaap:ConvertibleNotesPayableMember 2021-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2020-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2021-01-01 2021-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2020-01-01 2020-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2019-09-02 2019-09-27 0001646188 onds:PaycheckProtectionProgramLoanMember 2020-05-04 0001646188 onds:PaycheckProtectionProgramLoanMember 2021-12-31 0001646188 onds:PaycheckProtectionProgramLoanMember 2021-01-01 2021-12-31 0001646188 2020-08-02 2020-08-14 0001646188 onds:SecuritiesPurchaseAgreementMember 2020-08-02 2020-08-14 0001646188 us-gaap:ConvertiblePreferredStockMember 2020-12-08 0001646188 2020-12-01 2020-12-08 0001646188 2020-12-08 0001646188 2020-10-26 2020-11-03 0001646188 onds:ReverseStockSplitMember 2020-11-01 2020-11-12 0001646188 us-gaap:CommonStockMember 2020-11-12 0001646188 us-gaap:InvestorMember us-gaap:OverAllotmentOptionMember onds:SecuritiesPurchaseAgreementMember 2021-01-01 2021-01-29 0001646188 2020-12-01 2020-12-31 0001646188 us-gaap:IPOMember 2020-12-01 2020-12-03 0001646188 onds:PlacementAgentMember onds:SecuritiesPurchaseAgreementMember 2020-12-01 2020-12-08 0001646188 onds:PlacementAgentMember onds:SecuritiesPurchaseAgreementMember 2020-12-08 0001646188 us-gaap:CommonStockMember 2020-12-01 2020-12-16 0001646188 us-gaap:ConvertibleNotesPayableMember onds:OtherFinancingAgreementsMember 2020-09-09 0001646188 srt:MinimumMember 2021-12-31 0001646188 srt:MaximumMember 2021-12-31 0001646188 2020-08-01 2021-08-08 0001646188 2021-08-08 0001646188 us-gaap:WarrantMember onds:SecuritiesPurchaseAgreementMember 2020-12-31 0001646188 us-gaap:WarrantMember onds:SecuritiesPurchaseAgreementMember 2020-01-01 2020-12-31 0001646188 srt:MinimumMember us-gaap:WarrantMember onds:SecuritiesPurchaseAgreementMember 2020-12-31 0001646188 srt:MaximumMember us-gaap:WarrantMember onds:SecuritiesPurchaseAgreementMember 2020-12-31 0001646188 us-gaap:WarrantMember 2020-05-02 2020-05-06 0001646188 us-gaap:WarrantMember 2020-05-06 0001646188 srt:MinimumMember us-gaap:WarrantMember 2020-05-06 0001646188 srt:MaximumMember us-gaap:WarrantMember 2020-05-06 0001646188 us-gaap:WarrantMember 2021-12-31 0001646188 onds:EquityIncentivePlanMember 2021-12-31 0001646188 onds:EquityIncentivePlanMember 2021-12-31 0001646188 2021-07-21 2021-08-05 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-11-05 0001646188 2021-08-05 0001646188 2020-05-28 2020-06-03 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-01-05 2021-01-19 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001646188 onds:ConsultantMember us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-12-31 0001646188 onds:ConsultantMember us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-12-31 0001646188 srt:MinimumMember 2021-01-01 2021-12-31 0001646188 srt:MaximumMember 2021-01-01 2021-12-31 0001646188 srt:MinimumMember 2020-01-01 2020-12-31 0001646188 srt:MaximumMember 2020-01-01 2020-12-31 0001646188 onds:WarrantsActivityMember 2020-12-31 0001646188 onds:WarrantsActivityMember 2021-01-01 2021-12-31 0001646188 onds:WarrantsActivityMember 2021-12-31 0001646188 onds:OndasNetworksMember 2021-01-01 2021-12-31 0001646188 onds:AmericanRoboticsMember 2021-01-01 2021-12-31 0001646188 onds:OndasNetworksMember 2020-01-01 2020-12-31 0001646188 onds:AmericanRoboticsMember 2020-01-01 2020-12-31 0001646188 onds:AmericanRoboticsMember 2021-12-31 0001646188 us-gaap:StateAndLocalJurisdictionMember 2021-01-01 2021-12-31 0001646188 us-gaap:StateAndLocalJurisdictionMember 2020-01-01 2020-12-31 0001646188 2020-03-06 2020-03-27 0001646188 onds:GibraltarSubleaseMember 2018-10-30 0001646188 2021-07-25 2021-08-05 0001646188 2021-10-08 2021-10-08 0001646188 2020-08-01 2020-08-14 0001646188 onds:MrBrockMember 2020-03-14 0001646188 2020-01-01 2020-12-15 0001646188 onds:MrBrockMember 2021-01-29 0001646188 2021-04-01 2021-04-15 0001646188 onds:StewartKantorMember 2020-03-14 0001646188 onds:MrKantorMember 2020-12-31 0001646188 onds:StewartKantorMember 2020-12-31 0001646188 onds:StewartKantorMember 2021-01-19 0001646188 onds:ThomasBusheyMember 2021-01-19 0001646188 us-gaap:RestrictedStockUnitsRSUMember onds:MrBusheyMember 2021-01-01 2021-01-31 0001646188 onds:MrBusheyMember 2020-01-01 2020-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-01-19 0001646188 onds:MrBusheyMember 2021-07-19 0001646188 onds:BusinessCombinationMember 2021-01-01 2021-12-31 0001646188 onds:BusinessCombinationMember 2021-12-31 shares iso4217:USD iso4217:USD shares pure utr:sqm 10-K true 2021-12-31 --12-31 2021 false 000-56004 ONDAS HOLDINGS INC. NV 47-2615102 411 Waverley Oaks Road, Suite 114, Waltham MA 02452 (888) 350-9994 Common Stock par value $0.0001 ONDS NASDAQ No No Yes Yes Non-accelerated Filer true false false false 206986796 40990604 89 Rosenberg Rich Baker Berman, P.A. Somerset, NJ 40815123 26060733 1213195 47645 1178345 1152105 1449610 629030 44656273 27889513 1031999 163084 45026583 25169489 379530 500000 218206 28577 836025 51065 71750303 459172 117438575 28511769 2411085 2368203 550525 56168 1149907 2832780 0 120711 7003568 512397 165035 59550 4623914 12485304 300000 906541 40152 36329 241677 581829 942870 5205743 13428174 0.0001 0.0001 5000000 5000000 0.0001 0.0001 5000000 5000000 0.0001 0.0001 116666667 116666667 40990604 40990604 26540769 26540769 4099 2654 192502122 80330488 -80273389 -65249547 112232832 15083595 117438575 28511769 2906771 2163719 1810942 1236051 1095829 927668 11781503 7641234 1487394 1223767 5800549 3586553 19069446 12451554 -17973617 -11523886 591900 20209 11578 251 575685 1936847 37607 27793 -1953994 -17945824 -13477880 -2921982 -15023842 -13477880 -0.44 -0.66 34180897 20428490 19756154 1976 39339449 -51771667 -12430242 4676362 4676362 2217500 222 4217748 4217970 132890 13 265766 265779 -32906 -32906 70513 70513 -2350390 -235 994452 99 136 40000 4 389996 390000 5750163 575 31253422 31253997 150002 150002 -13477880 -13477880 26540769 2654 80330488 -65249547 15083595 26540769 2654 80330488 -65249547 15083595 3253590 3253590 7360000 736 47522833 47523569 6749974 675 52514123 52514798 6904543 6904543 380330 380330 152410 15 -15 47846 5 99993 99998 139605 14 1361134 1361148 135103 135103 -15023842 -15023842 40990604 4099 192502122 -80273389 112232832 -15023842 -13477880 116231 97759 120712 712395 100254 -666091 1396364 19840 -2921982 -37607 302931 280354 97789 33334 3253590 4676362 1153315 27433 126494 297904 696280 430357 -86658 46004 314370 -213815 -336432 -485687 -1586563 1495165 -16895416 -7534256 104112 31117 923718 8598 6517338 500000 -165463 23575 2000000 -10210631 -16140 666091 4217970 47523569 31253998 1461146 7124278 4679958 41860437 31458101 14754390 23907705 26060733 2153028 40815123 26060733 1042737 337097 135103 150002 265779 1254236 390000 61811179 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif"><b><span style="text-decoration:underline">NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION</span></b></span> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.75in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.75in"><span style="text-decoration:underline">The Company</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.75in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas Holdings Inc. (“Ondas Holdings”, “Ondas”, the “Company,” “we,” or “our”) was originally incorporated in Nevada on December 22, 2014, under the name of Zev Ventures Incorporated. On September 28, 2018, we acquired Ondas Networks Inc., a Delaware corporation (“Ondas Networks”), and changed our name to Ondas Holdings Inc. On August 5, 2021, we acquired American Robotics, Inc. (“American Robotics” or “AR”), a Delaware corporation. As a result of these acquisitions, Ondas Networks and American Robotics became our wholly owned subsidiaries. These two wholly owned subsidiaries are now Ondas’ primary focus. Ondas’ corporate headquarters are located in Waltham, MA. Ondas Networks has offices and facilities in Sunnyvale, California, and American Robotics’ offices and facilities are located in Waltham, Massachusetts and Marlborough, Massachusetts.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas has a third wholly owned subsidiary, FS Partners (Cayman) Limited, a Cayman Islands limited liability company (“FS Partners”), and one majority owned subsidiary, Full Spectrum Holding Limited, a Cayman Islands limited liability company (“FS Holding”), which owned 100% of Ondas Network Limited, organized in Chengdu Province, China. FS Partners and Ondas Network Limited were both formed for the purpose of operating in China. As of December 31, 2019, we revised our business strategy, and discontinued all operations in China. On June 2, 2020, Ondas Network Limited was deregistered by the authority of the Chengdu High-Tech Zone, Market Supervision Administration. Both FS Partners and FS Holdings had no operations during 2020 and 2021, and we are in the process of dissolving them and expect the process to be completed by the end of 2022.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Business Activity</span></i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas is a leading provider of private wireless, drone, and automated data solutions through its wholly owned subsidiaries Ondas Networks and American Robotics. Ondas Networks and American Robotics together provide users in rail, energy, mining, agriculture, and critical infrastructure markets with improved connectivity, data collection capabilities, and automated decision-making to improve operations. We operate our two subsidiaries as separate business segments.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Ondas Networks </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16s standard.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>American Robotics</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">American Robotics designs, develops and manufactures autonomous drone systems, providing high-fidelity, ultra-high-resolution aerial data to enterprise customers. We provide our customers turnkey data solutions designed to meet their unique requirements in the field. We do this via our internally developed Scout System™, an industrial drone platform which provides commercial and government customers with the ability to continuously digitize, analyze, and monitor their assets and field operations in near real-time.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Scout System™ has been designed from the ground up as an end-to-end product capable of continuous unattended operations in the real world. Powered by innovations in robotics automation, machine vision, edge computing, and AI, the Scout System™ provides efficiencies as a drone solution for commercial use. Once installed in the field at customer locations, a fleet of connected Scout Systems remain indefinitely in an area of operation, automatically collecting data each day, self-charging, and seamlessly delivering data analysis regularly and reliably. AR markets the Scout System™ under a Robot-as-a-Service (“RaaS”) business model, whereby our drone platform aggregates customer data and provides the data analytics meeting customer requirements in return for an annual subscription fee.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Scout System™ consists of (i) Scout™, a highly automated, AI-powered drone with advanced imaging payloads (ii) the ScoutBase<sup>TM</sup>, a ruggedized weatherproof base station for housing, charging, data processing, and cloud transfer, and (iii) ScoutView<sup>TM</sup>, a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere in the world. These major subsystems are connected via a host of supporting technologies. Using a suite of proprietary technologies, including Detect-and-Avoid (“DAA”) and other proprietary intelligent safety systems, we achieved the first and only Federal Aviation Administration (“FAA”) approval for automated operations without a human on-site in the United States on January 15, 2021.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><span style="text-decoration:underline">Reverse Stock Split</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span>On November 3, 2020, the Board of Directors of the Company approved a 1-for-3 reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share.  The Company’s common stock commenced trading on a post-split basis on November 16, 2020. All common stock, stock options, restricted stock units, warrants and related per share amounts for all periods presented have been retroactively adjusted to give effect to the Reverse Stock Split.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Liquidity</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.75in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2021, we had stockholders’ equity of approximately $112,233,000. On December 31, 2021, we had net long-term borrowings outstanding of approximately $300,000 and no short-term borrowings. On December 31, 2021, we had cash of approximately $40,815,000 and working capital of approximately $40,032,000.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In December 2020, the Company completed a registered public offering of its common stock, generating net proceeds of approximately $31,254,000. In June 2021, the Company completed another registered public offering of its common stock, generating net proceeds of approximately $47,524,000. We believe the funds raised in the December 2020 and June 2021 equity offerings, in addition to growth in revenue expected as the Company executes its business plan, will fund its operations for at least the next twelve months from the issuance date of the accompanying financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products and services from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacture and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurance that we will generate revenue and cash as expected in our current business plan. We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial conditions, or results of operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">COVID-19</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In December 2019, a novel strain of coronavirus (“COVID-19”) was identified and has resulted in increased travel restrictions, business disruptions and emergency quarantine measures across the world including the United States.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company’s business, financial condition and results of operations were impacted from the COVID-19 pandemic for the years ended December 31, 2021 and 2020 as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top"> <td style="width: 0.5in"/><td style="width: 0.25in">●</td><td style="text-align: justify">sales and marketing efforts were disrupted as our business development team was unable to travel to visit customers and customers were unable to receive visitors for on-location meetings;</td></tr><tr style="vertical-align: top"> <td> </td><td> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top"> <td style="text-align: justify; width: 0.5in"/><td style="text-align: justify; width: 0.25in">●</td><td style="text-align: justify">field activity for testing and deploying our wireless systems was delayed due to the inability for our field service team to install and test equipment for our customers; and</td></tr><tr style="vertical-align: top"> <td style="text-align: justify"> </td><td style="text-align: justify"> </td><td style="text-align: justify"> </td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top"> <td style="text-align: justify; width: 0.5in"/><td style="text-align: justify; width: 0.25in">●</td><td style="text-align: justify"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">Manufacturing and sales were disrupted due to ongoing supply chain constraints for certain critical parts.</p></td></tr></table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In the first quarter of 2020, we reduced our business activity to critical operations only, and furloughed 80% of our workforce. Per orders issued by the Health Officer of the County of Santa Clara, our corporate offices and facilities were closed, except for functions related to the support of remote workers and product support related to the essential transportation sector. On May 13, 2020, we reopened our offices and facilities and as of December 31, 2020 we had no employees remaining on furlough. Of the 18 employees previously furloughed, 14 are currently employed by us.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company expects its business, financial condition and results of operations will be impacted from the COVID-19 pandemic during 2022, primarily due to the slowdown of customer activity during 2020 and 2021, ongoing supply chain constraints for certain critical parts, and difficulties in attracting employees. The extent to which the coronavirus may impact our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and its variants. As a result, the Company is unable to reasonably estimate the full extent of the impact from the COVID-19 pandemic on its future business, financial conditions, and results of operations. In addition, if the Company were to experience any new impact to its operations or incur additional unanticipated costs and expenses as a result of the COVID-19 pandemic, such operational delays and unanticipated costs and expenses could further adversely impact the Company’s business, financial condition and results of operations during 2022.</p> 1 All common stock, stock options, restricted stock units, warrants and related per share amounts for all periods presented have been retroactively adjusted to give effect to the Reverse Stock Split. 112233000 300000 40815000 40032000 31254000 47524000 The Company’s business, financial condition and results of operations were impacted from the COVID-19 pandemic for the years ended December 31, 2021 and 2020 as follows:  0.80 On May 13, 2020, we reopened our offices and facilities and as of December 31, 2020 we had no employees remaining on furlough. <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-indent: -0.75in"><b><span style="text-decoration:underline">NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNT POLICIES</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Basis of Presentation</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, Ondas Networks, American Robotics, Inc. and FS Partners, and our majority owned subsidiary, FS Holding. All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Business Combinations</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company utilized ASC 805, Business Combinations (“ASC 805”) to account for the August 5, 2021 acquisition of American Robotics (see note 5 for more details).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Goodwill and Intangible Assets</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform goodwill impairment process.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Intangible assets represent patents, licenses, and allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 9.35pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We amortize our intangible assets with a finite life on a straight-line basis, over 20 years for patents; 10 years for developed technology, 10 years for licenses, trademarks, and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 9.35pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="text-decoration:underline">Segment Information</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and American Robotics as the CODM reviews financial information for these two businesses separately The Company has no inter-segment sales. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="text-decoration:underline">Use of Estimates</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Cash and Cash Equivalents</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2021 and 2020, we had no cash equivalents. The Company periodically monitors its positions with, and the credit quality of the financial institutions with which it invests. Periodically, throughout the year, and as of December 31, 2021, the Company has maintained balances in excess of federally insured limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Accounts Receivable</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Accounts receivable are stated at a gross invoice amount less an allowance for credit losses. We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness and receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information is received. We had no allowance for credit losses as of December 31, 2021 and 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Inventory</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Inventories, which consist solely of raw materials, work in process and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value, net of reserves for obsolete inventory. We continually analyze our slow-moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. On December 31, 2021 and 2020, such reserves were $100,254 and $0, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Inventory consists of the following:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: center"><b> </b></td><td style="white-space: nowrap; text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; text-align: center"><b>December 31, <br/> 2021</b></td><td style="white-space: nowrap; text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="white-space: nowrap; text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; text-align: center"><b>December 31, <br/> 2020</b></td><td style="white-space: nowrap; text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Raw Material</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,153,254</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">911,753</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Work in Process</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">65,192</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">172,207</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Finished Goods</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">60,153</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">68,145</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: justify; padding-bottom: 1.5pt">Less Inventory Reserves</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(100,254</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-97">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left; padding-bottom: 4pt"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">Total Inventory, Net</p></td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,178,345</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,152,105</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Property and Equipment</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">All additions, including improvements to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is principally recorded using the straight-line method over the estimated useful lives of the assets. The estimated useful lives typically are (i) three to seven years for computer equipment and software, (ii) five years for vehicles and base stations, (iii) five to seven years for furniture and fixtures and test equipment, and (iv) two years for drones. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon the disposal of property, the asset and related accumulated depreciation accounts are relieved of the amounts recorded therein for such items, and any resulting gain or loss is recorded in operating expenses in the year of disposition.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Software</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Costs incurred internally in researching and developing a software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products. As of December 31, 2021 and 2020, the Company had no internally developed software.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Impairment of Long-Lived Assets</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows is less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. The impairments of long-lived assets was $97,789 and $33,334 for the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Research and Development</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Costs for research and development are expensed as incurred. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Fair Value of Financial Instruments</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 0.5in"> </td> <td style="width: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 1</span></td> <td style="text-align: center; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">--</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unadjusted quoted prices in active markets for identical assets or liabilities.</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: center"> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 2</span></td> <td style="text-align: center"> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">--</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: center"> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 3</span></td> <td style="text-align: center"> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">--</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unobservable inputs for the asset or liability.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the years ended December 31, 2021 and 2020:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Fair Value Measurements<br/> Using Significant<br/> Unobservable Inputs <br/>(Level 3)</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>December 31,</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt">Balance, beginning of period</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-98">   -</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-99">   -</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 76%; text-align: left; padding-left: 0pt">Recognition of derivative liability</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-100">-</div></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(32,906</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0pt">Change in fair value of derivative liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-101">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(37,607</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0pt">Reclassification to additional paid in capital</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-102">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">70,513</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; padding-left: 0pt">Balance, end of period</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-103">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-104">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We utilized a “with-and-with-out” approach to determine the fair value of the derivative liability for the embedded antidilution conversion feature. We used an option pricing back solve method based on the closing price of the Company’s common stock to determine the implied value of the Series A Preferred both with and without the embedded antidilution conversion feature. The difference in the implied value was then multiplied by the probability the embedded antidilution conversion feature would be applicable upon conversion, as estimated by management, to determine the fair value of the embedded antidilution conversion feature as of the reporting period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Derivative Liability for Embedded Conversion Features</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company evaluates its financial instruments to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other bifurcated embedded derivative instruments in the convertible instrument, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Deferred Offering Costs</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of equity financings, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financings be abandoned, the deferred offering costs are expensed immediately as a charge to other income (expense) in the consolidated statement of operations. For the years ended December 31, 2021 and 2020, the Company recorded reduction in additional paid-in capital of $390,032 and $929,299, respectively. For the years ended December 31, 2021 and 2020, the Company expensed offering costs of $0 and $0, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Income Taxes</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Share-Based Compensation</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We calculate share-based compensation expense for option awards and certain warrant issuances (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of Common Stock issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Shipping and Handling</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We expense all shipping and handling costs as incurred. These costs are included in cost of goods sold on the accompanying consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Revenue Recognition</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Development projects</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas has two business segments that generate revenue: Ondas Networks and American Robotics. Ondas Networks generates revenue from product sales, services, and development projects. American Robotics generates revenue through data subscription services and development projects.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas Networks is engaged in the development, marketing, and sale of wireless radio systems for secure, wide area mission-critical, business-to-business networks. Ondas Networks generates revenue primarily from the sale of our FullMAX System and the delivery of related services, along with non-recurring engineering (“NRE”) development projects with certain customers.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The Scout System consists of the Scout drone and the ScoutBase<sup>TM</sup> and is owned, installed, and maintained on the customer premises by American Robotics. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutView<sup>TM</sup>, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates revenue from development projects for customers who are interested in customized solutions.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Revenue for development projects is typically recognized over time using a percentage of completion input method, whereby revenues are recorded on the basis of the Company’s estimates of satisfaction of the performance obligation based on the ratio of actual costs incurred to total estimated costs. The input method is utilized because management considers it to be the best available measure of progress as the performance obligations are completed.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of revenue and cost of revenue are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods base in the performance completed to date.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As of August 5, 2021, American Robotics had signed subscription agreements of varying contract lengths with customers in multiple industries including agriculture, oil and gas and materials management. Subscription revenue is recognized on straight line basis over the length of the customer subscription agreement. If a subscription payment is received prior to installation and operation of the Scout System, it is held in deferred revenue and recognized after operation commences over the length of the subscription service. American Robotics also provides customized data solutions for certain customers and receives development revenue for those services.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Collaboration Arrangements within the Scope of ASC 808, Collaborative Arrangements</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company’s development revenue includes contracts where the Company and the customer work cooperatively to develop software and hardware applications. The Company analyzes these contracts to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. As of December 31, 2021 and 2020, the Company has not identified any contracts with its customers that meet the criteria of ASC 808.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Arrangements within the Scope of ASC 606, Revenue from Contracts with Customers</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under ASC 606, the Company recognizes revenue when the customer obtains control of promised products or services, in an amount that reflects the consideration which is expected to be received in exchange for those products or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised product or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available. Sales and other taxes collected on behalf of third parties are excluded from revenue. For the years ended December 31, 2021 and 2020, none of our contracts with customers included variable consideration.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Contracts that are modified to account for changes in contract specifications and requirements are assessed to determine if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the years ended December 31, 2021 and 2020, there were no modifications to contract specifications.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Product revenue is comprised of sales of the Ondas Networks’ software defined base station and remote radios, its network management and monitoring system, and accessories. Ondas Networks’ software and hardware is sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty. Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Service revenue is comprised of separately priced extended warranty sales, network support and maintenance, remote monitoring, as well as ancillary services directly related to the sale of the Ondas Networks’ wireless communications products including wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. The extended warranty Ondas Networks sells provides a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage. The extended warranty includes 1) factory hardware repair or replacement of the base station and remote radios, at our election, 2) software upgrades, bug fixes and new features of the radio software and network management systems (“NMS”), 3) deployment and network architecture support, and 4) technical support by phone and email. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service and extended warranty based on the stand-alone selling prices of these performance obligations, which are stated in our contracts. Revenue for the extended warranty is recognized overtime.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, a significant portion of this revenue is generated through four contracts with two customers whereby Ondas Networks is to develop such applications to interoperate within the customers infrastructure. For these contracts, Ondas Networks and the customers work cooperatively, whereby the customers’ involvement is to provide technical specifications for the product design, as well as, to review and approve the project progress at various markers based on predetermined milestones. The products developed are not able to be sold to any other customer and are based in part upon existing Ondas Networks and customer technology. Development revenue is recognized as services are provided over the life of the contract as Ondas Networks has an enforceable right to payment for services completed to date and there is no alternative use of the product.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the customer contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts within our service revenues that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is then allocated to the performance obligations using the relative selling prices of each of the performance obligations in the contract.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas Networks’ payment terms vary and range from Net 15 to Net 30 days from the date of the invoices for product and services related revenue. Ondas Networks’ payment terms for the majority of their development related revenue carry milestone related payment obligations which span the contract life. For milestone-based contracts, the customer reviews the completed milestone and once approved, makes payment pursuant to the applicable contract.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutView<sup>TM</sup>, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates development revenue from customers who are interested in customized solutions.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Disaggregation of Revenue</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="text-indent: 0.5in; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Years Ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Type of Revenue</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding-left: 9pt">Product revenue</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">405,570</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,151,557</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 9pt">Service and subscription revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">96,933</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">62,410</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 9pt">Development revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,401,474</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">943,357</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 9pt">Other revenue</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,794</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,395</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.25in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,906,771</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,163,719</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Of the service and subscription revenue above, $66,617 and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Years Ended December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td><span style="font-size: 10pt">Timing of Revenue</span></td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%; padding-left: 9pt"><span style="font-size: 10pt">Revenue recognized point in time</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">438,413</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">1,287,132</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-size: 10pt">Revenue recognized over time</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">2,468,358</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">876,587</span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 4pt; padding-left: 0.25in"><span style="font-size: 10pt">Total revenue</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">2,906,771</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">2,163,719</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Of the revenue recognized over time above, $66,617and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Contract Assets and Liabilities</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We recognize a receivable or contract asset when we perform a service or transfer a good in advance of receiving consideration. A receivable is recorded when our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. A contract asset is recorded when our right to consideration in exchange for goods or services that we have transferred or provided to a customer is conditional on something other than the passage of time. We did not have any contract assets recorded on December 31, 2021 and 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We recognize a contract liability when we receive consideration, or if we have the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration, or an amount of consideration is due from the customer. The table below details the activity in our contract liabilities during the years ended December 31, 2021 and 2020, and the balance at the end of each year is reported as deferred revenue in the Company’s consolidated balance sheet.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Years Ended December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%"><span style="font-size: 10pt">Balance, beginning of year</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">165,035</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">378,850</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt"><span style="font-size: 10pt">Additions</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,238,137</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,053,850</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-size: 10pt">Transfer to revenue</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(1,890,775</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(1,267,665</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt"><span style="font-size: 10pt">Balance, end of year</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">512,397</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">165,035</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Warranty Reserve</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">For our software and hardware products, we provide a limited one-year assurance-type warranty and for our development service, we provide no warranties. The assurance-type warranty covers defects in material and workmanship only. If a software or hardware component is determined to be defective after being tested by the Company within the one-year, the Company will repair, replace or refund the price of the covered hardware and/or software to the customer (not including any shipping, handling, delivery or installation charges). We estimate, based upon a review of historical warranty claim experience, the costs that may be incurred under our warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance-type warranties and has determined that the estimated outstanding warranty obligations on December 31, 2021 and 2020 are immaterial to the Company’s financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Leases</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2021, the Company’s operating leases consisted of office space in Sunnyvale, CA (the “Gibraltar Lease”) and Marlborough, MA (the “American Robotics Lease”). For the year ended December 31, 2020, the Company had operating leases primarily consisting of two office space leases in Sunnyvale, California (the “North Pastoria Lease” and the “Gibraltar Lease”) (collectively, the “Sunnyvale Leases”). On December 31, 2020, the North Pastoria Lease expired. The Gibraltar Lease expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On January 24, 2020, the Company and a third party (the “Sublessee”) entered into a Sublease agreement (the “Sublease”) on the North Pastoria Lease, wherein the Sublessee occupied the premises through December 31, 2020. The Sublessee made rent payments of approximately $9,666 and management fee payments of approximately $457 per month beginning February 1, 2020, and a one-time security deposit of $19,332. Sublease rental income for the period from February 1 through December 31, 2020 was $111,349. On December 31, 2020, $10,122 of the security deposit was applied to the December 2020 amount due and the balance was refunded on January 19, 2021.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with the owner and landlord (the “2021 Gibraltar Lease”), wherein the base rate is $45,000 per month, with a security deposit in the amount of $90,000.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space to approximately 10,450 square feet. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022. These facilities also serve as Ondas corporate headquarters.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of the lease payments. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying assets. We have elected not to separate lease and non-lease components for any class of underlying asset.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Lease Costs</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years ended December 31,</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">Components of total lease costs:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; padding-left: 0.125in">Operating lease expense</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">522,012</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">325,839</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 0.125in">Short-term lease costs <sup>(1)</sup></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">45,498</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,650</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 0.125in">Sublease rental income</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-105">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(111,349</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; text-align: justify; padding-left: 0.25in">Total lease costs</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">567,510</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">222,140</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: 0.5in"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0in; margin-bottom: 0in; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0in"/><td style="width: 0.25in; text-align: left">(1)</td><td style="text-align: justify">Represents short-term leases which are immaterial.</td> </tr></table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Lease Positions as of December 31, 2021 and 2020</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><span style="font-size: 10pt">Assets:</span></td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%; padding-bottom: 1.5pt; padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease assets</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: black 1.5pt solid"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">836,025</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: black 1.5pt solid"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">51,065</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; padding-left: 0.25in; text-align: justify"><span style="font-size: 10pt">Total lease assets</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">836,025</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">51,065</span></td> <td style="padding-bottom: 4pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Liabilities:</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease liabilities, current</span></td> <td> </td> <td><span style="font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-size: 10pt">550,525</span></td> <td> </td> <td> </td> <td><span style="font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-size: 10pt">56,168</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease liabilities, net of current</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">241,677</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-106"><span style="font-size: 10pt">-</span></div></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 4pt; padding-left: 0.25in; text-align: justify"><span style="font-size: 10pt">Total lease liabilities</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">792,202</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">56,168</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Other Leases Information</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: center"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years ended <br/> December 31,</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: center"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; width: 76%; text-align: justify; padding-left: 0.125in">Operating cash flows for operating leases</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">525,938</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">531,166</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in">Weighted average remaining lease term (in years)- operating lease</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1.48</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.2</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in">Weighted average discount rate – operating lease</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10.93</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14</td><td style="text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Undiscounted Leases Cash Flows</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2021, as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt"><b>Years ending December 31,</b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="text-align: right"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; width: 88%; text-align: left">2022</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">603,003</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0pt; text-align: left">2023</td><td> </td> <td style="text-align: left"/><td style="text-align: right">246,242</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 1.5pt">2024</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"/><td style="border-bottom: Black 1.5pt solid; text-align: right">9,338</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Total future minimum lease payments</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">858,583</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 1.5pt">Lease imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"/><td style="border-bottom: Black 1.5pt solid; text-align: right">(66,381</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; padding-left: 0.125in">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">792,202</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Net Loss Per Common Share</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each period. Diluted net loss per share is the same as basic net loss per share since the Company has net losses for each period presented.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following potentially dilutive securities for the years ended December 31, 2021 and 2020 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding-left: 0pt">Warrants to purchase common stock</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">3,258,961</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">1,832,910</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0pt">Options to purchase common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">687,448</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">568,006</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0pt">Restricted stock units</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">518,750</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">501,160</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.125in">Total potentially dilutive securities</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">4,465,159</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">2,902,076</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Concentrations of Credit Risk</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintains an allowance for credit losses.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Concentration of Customers</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below sets forth the Company’s customers that accounted for greater than 10% of its revenues for the years ended December 31, 2021 and 2020, respectively:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left"><b>Customer</b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%">A</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">41</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">47</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td>B</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">55</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">46</td><td style="text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customers A and B accounted for 54% and 36% of the Company’s accounts receivable balance as of December 31, 2021, respectively.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer B accounted for 14% of the Company’s accounts receivable balance, while 86% was held by customers with less than 5% of the Company’s revenue for the year ended December 31, 2020.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Recently Adopted Accounting Pronouncements</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period tax allocation and calculating income taxes in interim periods. ASU 2019-12 is applicable to all entities subject to income taxes. ASU 2019-12 provides guidance to minimize complexity in certain areas by introducing a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and guides whether to relate a step-up tax basis to a business combination or separate transaction. ASU 2019-12 changes the current guidance of making an intraperiod allocation, determining when a tax liability is recognized after a foreign entity investor transition to or from equity method of accounting, accounting for tax law changes and year-to-date losses in interim periods, and determining how to apply income tax guidance to franchise taxes. The amendments from ASU 2019-12 are effective for all public business entities for fiscal years beginning after December 15, 2020 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2021 and for interim periods beginning after December 15, 2022. Early adoption was permitted. The adoption of this pronouncement during the year ended December 31, 2021 had no impact on our accompanying consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"/><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Recently Issued Accounting Pronouncements</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The new guidance creates an exception to the general recognition and measurement principles of ASC 805, Business Combinations. The new guidance should be applied prospectively and is effective for all public business entities for fiscal years beginning after December 15, 2022 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of ASU No. 2021-08 on its consolidated financial statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of January 1, 2024.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models previously used under U.S. generally accepted accounting principles, which generally require that a loss be incurred before it is recognized. The new standard also applies to financial assets arising from revenue transactions such as contract assets and accounts receivables. For public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effects of the adoption of ASU No. 2016-13 on its consolidated financial statements. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Reclassification</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Basis of Presentation</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, Ondas Networks, American Robotics, Inc. and FS Partners, and our majority owned subsidiary, FS Holding. All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Business Combinations</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company utilized ASC 805, Business Combinations (“ASC 805”) to account for the August 5, 2021 acquisition of American Robotics (see note 5 for more details).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Goodwill and Intangible Assets</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform goodwill impairment process.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Intangible assets represent patents, licenses, and allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 9.35pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We amortize our intangible assets with a finite life on a straight-line basis, over 20 years for patents; 10 years for developed technology, 10 years for licenses, trademarks, and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 9.35pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="text-decoration:underline">Segment Information</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and American Robotics as the CODM reviews financial information for these two businesses separately The Company has no inter-segment sales. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"> </p> 2 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="text-decoration:underline">Use of Estimates</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Cash and Cash Equivalents</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2021 and 2020, we had no cash equivalents. The Company periodically monitors its positions with, and the credit quality of the financial institutions with which it invests. Periodically, throughout the year, and as of December 31, 2021, the Company has maintained balances in excess of federally insured limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 40180000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Accounts Receivable</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Accounts receivable are stated at a gross invoice amount less an allowance for credit losses. We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness and receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information is received. We had no allowance for credit losses as of December 31, 2021 and 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Inventory</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Inventories, which consist solely of raw materials, work in process and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value, net of reserves for obsolete inventory. We continually analyze our slow-moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. On December 31, 2021 and 2020, such reserves were $100,254 and $0, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Inventory consists of the following:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 100254 0 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: center"><b> </b></td><td style="white-space: nowrap; text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; text-align: center"><b>December 31, <br/> 2021</b></td><td style="white-space: nowrap; text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="white-space: nowrap; text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; white-space: nowrap; text-align: center"><b>December 31, <br/> 2020</b></td><td style="white-space: nowrap; text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Raw Material</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,153,254</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">911,753</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Work in Process</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">65,192</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">172,207</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Finished Goods</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">60,153</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">68,145</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: justify; padding-bottom: 1.5pt">Less Inventory Reserves</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(100,254</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-97">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left; padding-bottom: 4pt"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">Total Inventory, Net</p></td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,178,345</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,152,105</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> 1153254 911753 65192 172207 60153 68145 -100254 1178345 1152105 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Property and Equipment</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">All additions, including improvements to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is principally recorded using the straight-line method over the estimated useful lives of the assets. The estimated useful lives typically are (i) three to seven years for computer equipment and software, (ii) five years for vehicles and base stations, (iii) five to seven years for furniture and fixtures and test equipment, and (iv) two years for drones. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Upon the disposal of property, the asset and related accumulated depreciation accounts are relieved of the amounts recorded therein for such items, and any resulting gain or loss is recorded in operating expenses in the year of disposition.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Software</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Costs incurred internally in researching and developing a software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products. As of December 31, 2021 and 2020, the Company had no internally developed software.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Impairment of Long-Lived Assets</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows is less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved. The impairments of long-lived assets was $97,789 and $33,334 for the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> 97789 33334 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Research and Development</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Costs for research and development are expensed as incurred. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Fair Value of Financial Instruments</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 0.5in"> </td> <td style="width: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 1</span></td> <td style="text-align: center; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">--</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unadjusted quoted prices in active markets for identical assets or liabilities.</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: center"> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 2</span></td> <td style="text-align: center"> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">--</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: center"> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"> </td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 3</span></td> <td style="text-align: center"> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">--</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unobservable inputs for the asset or liability.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the years ended December 31, 2021 and 2020:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Fair Value Measurements<br/> Using Significant<br/> Unobservable Inputs <br/>(Level 3)</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>December 31,</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt">Balance, beginning of period</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-98">   -</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-99">   -</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 76%; text-align: left; padding-left: 0pt">Recognition of derivative liability</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-100">-</div></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(32,906</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0pt">Change in fair value of derivative liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-101">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(37,607</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0pt">Reclassification to additional paid in capital</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-102">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">70,513</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; padding-left: 0pt">Balance, end of period</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-103">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-104">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We utilized a “with-and-with-out” approach to determine the fair value of the derivative liability for the embedded antidilution conversion feature. We used an option pricing back solve method based on the closing price of the Company’s common stock to determine the implied value of the Series A Preferred both with and without the embedded antidilution conversion feature. The difference in the implied value was then multiplied by the probability the embedded antidilution conversion feature would be applicable upon conversion, as estimated by management, to determine the fair value of the embedded antidilution conversion feature as of the reporting period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Fair Value Measurements<br/> Using Significant<br/> Unobservable Inputs <br/>(Level 3)</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>December 31,</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt">Balance, beginning of period</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-98">   -</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-99">   -</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 76%; text-align: left; padding-left: 0pt">Recognition of derivative liability</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-100">-</div></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(32,906</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 0pt">Change in fair value of derivative liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-101">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(37,607</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0pt">Reclassification to additional paid in capital</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-102">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">70,513</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; padding-left: 0pt">Balance, end of period</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-103">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-104">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> -32906 -37607 70513 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Derivative Liability for Embedded Conversion Features</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company evaluates its financial instruments to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other bifurcated embedded derivative instruments in the convertible instrument, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Deferred Offering Costs</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of equity financings, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financings be abandoned, the deferred offering costs are expensed immediately as a charge to other income (expense) in the consolidated statement of operations. For the years ended December 31, 2021 and 2020, the Company recorded reduction in additional paid-in capital of $390,032 and $929,299, respectively. For the years ended December 31, 2021 and 2020, the Company expensed offering costs of $0 and $0, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 390032 929299 0 0 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Income Taxes</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> 0.50 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Share-Based Compensation</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We calculate share-based compensation expense for option awards and certain warrant issuances (“Share-based Award(s)”) based on the estimated grant/issue date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) and recognize the expense on a straight-line basis over the vesting period. We account for forfeitures as they occur. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of Common Stock issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Shipping and Handling</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We expense all shipping and handling costs as incurred. These costs are included in cost of goods sold on the accompanying consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Revenue Recognition</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Development projects</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas has two business segments that generate revenue: Ondas Networks and American Robotics. Ondas Networks generates revenue from product sales, services, and development projects. American Robotics generates revenue through data subscription services and development projects.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas Networks is engaged in the development, marketing, and sale of wireless radio systems for secure, wide area mission-critical, business-to-business networks. Ondas Networks generates revenue primarily from the sale of our FullMAX System and the delivery of related services, along with non-recurring engineering (“NRE”) development projects with certain customers.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The Scout System consists of the Scout drone and the ScoutBase<sup>TM</sup> and is owned, installed, and maintained on the customer premises by American Robotics. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutView<sup>TM</sup>, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates revenue from development projects for customers who are interested in customized solutions.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Revenue for development projects is typically recognized over time using a percentage of completion input method, whereby revenues are recorded on the basis of the Company’s estimates of satisfaction of the performance obligation based on the ratio of actual costs incurred to total estimated costs. The input method is utilized because management considers it to be the best available measure of progress as the performance obligations are completed.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of revenue and cost of revenue are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods base in the performance completed to date.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As of August 5, 2021, American Robotics had signed subscription agreements of varying contract lengths with customers in multiple industries including agriculture, oil and gas and materials management. Subscription revenue is recognized on straight line basis over the length of the customer subscription agreement. If a subscription payment is received prior to installation and operation of the Scout System, it is held in deferred revenue and recognized after operation commences over the length of the subscription service. American Robotics also provides customized data solutions for certain customers and receives development revenue for those services.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Collaboration Arrangements within the Scope of ASC 808, Collaborative Arrangements</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company’s development revenue includes contracts where the Company and the customer work cooperatively to develop software and hardware applications. The Company analyzes these contracts to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. As of December 31, 2021 and 2020, the Company has not identified any contracts with its customers that meet the criteria of ASC 808.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Arrangements within the Scope of ASC 606, Revenue from Contracts with Customers</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under ASC 606, the Company recognizes revenue when the customer obtains control of promised products or services, in an amount that reflects the consideration which is expected to be received in exchange for those products or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised product or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available. Sales and other taxes collected on behalf of third parties are excluded from revenue. For the years ended December 31, 2021 and 2020, none of our contracts with customers included variable consideration.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Contracts that are modified to account for changes in contract specifications and requirements are assessed to determine if the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the years ended December 31, 2021 and 2020, there were no modifications to contract specifications.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Product revenue is comprised of sales of the Ondas Networks’ software defined base station and remote radios, its network management and monitoring system, and accessories. Ondas Networks’ software and hardware is sold with a limited one-year basic warranty included in the price. The limited one-year basic warranty is an assurance-type warranty, is not a separate performance obligation, and thus no transaction price is allocated to it. The nature of tasks under the limited one-year basic warranty only provides for remedying defective product(s) covered by the warranty. Product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract, or upon installation when the combined performance obligation is not distinct within the context of the contract.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Service revenue is comprised of separately priced extended warranty sales, network support and maintenance, remote monitoring, as well as ancillary services directly related to the sale of the Ondas Networks’ wireless communications products including wireless network design, systems engineering, radio frequency planning, software configuration, product training, installation, and onsite support. The extended warranty Ondas Networks sells provides a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage. The extended warranty includes 1) factory hardware repair or replacement of the base station and remote radios, at our election, 2) software upgrades, bug fixes and new features of the radio software and network management systems (“NMS”), 3) deployment and network architecture support, and 4) technical support by phone and email. Ancillary service revenues are recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied. The Company allocates the transaction price to the service and extended warranty based on the stand-alone selling prices of these performance obligations, which are stated in our contracts. Revenue for the extended warranty is recognized overtime.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, a significant portion of this revenue is generated through four contracts with two customers whereby Ondas Networks is to develop such applications to interoperate within the customers infrastructure. For these contracts, Ondas Networks and the customers work cooperatively, whereby the customers’ involvement is to provide technical specifications for the product design, as well as, to review and approve the project progress at various markers based on predetermined milestones. The products developed are not able to be sold to any other customer and are based in part upon existing Ondas Networks and customer technology. Development revenue is recognized as services are provided over the life of the contract as Ondas Networks has an enforceable right to payment for services completed to date and there is no alternative use of the product.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the customer contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts within our service revenues that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Revenue is then allocated to the performance obligations using the relative selling prices of each of the performance obligations in the contract.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ondas Networks’ payment terms vary and range from Net 15 to Net 30 days from the date of the invoices for product and services related revenue. Ondas Networks’ payment terms for the majority of their development related revenue carry milestone related payment obligations which span the contract life. For milestone-based contracts, the customer reviews the completed milestone and once approved, makes payment pursuant to the applicable contract.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">American Robotics generates revenue by selling a data subscription service to its customers based on the information collected by the Scout System. The customer pays for a monthly, annual, or multi-annual subscription service to access the data collected by the Scout System. The customer accesses its data remotely through ScoutView<sup>TM</sup>, AR’s secure web portal for displaying, analyzing, and storing customer information and captured image data. American Robotics also generates development revenue from customers who are interested in customized solutions.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Disaggregation of Revenue</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="text-indent: 0.5in; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"/><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Years Ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Type of Revenue</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding-left: 9pt">Product revenue</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">405,570</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,151,557</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 9pt">Service and subscription revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">96,933</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">62,410</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 9pt">Development revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,401,474</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">943,357</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 9pt">Other revenue</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,794</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,395</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.25in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,906,771</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,163,719</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Of the service and subscription revenue above, $66,617 and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Years Ended December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td><span style="font-size: 10pt">Timing of Revenue</span></td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%; padding-left: 9pt"><span style="font-size: 10pt">Revenue recognized point in time</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">438,413</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">1,287,132</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-size: 10pt">Revenue recognized over time</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">2,468,358</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">876,587</span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 4pt; padding-left: 0.25in"><span style="font-size: 10pt">Total revenue</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">2,906,771</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">2,163,719</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Of the revenue recognized over time above, $66,617and $0 represents American Robotics subscription revenue for the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Contract Assets and Liabilities</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We recognize a receivable or contract asset when we perform a service or transfer a good in advance of receiving consideration. A receivable is recorded when our right to consideration is unconditional and only the passage of time is required before payment of that consideration is due. A contract asset is recorded when our right to consideration in exchange for goods or services that we have transferred or provided to a customer is conditional on something other than the passage of time. We did not have any contract assets recorded on December 31, 2021 and 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We recognize a contract liability when we receive consideration, or if we have the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration, or an amount of consideration is due from the customer. The table below details the activity in our contract liabilities during the years ended December 31, 2021 and 2020, and the balance at the end of each year is reported as deferred revenue in the Company’s consolidated balance sheet.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Years Ended December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%"><span style="font-size: 10pt">Balance, beginning of year</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">165,035</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">378,850</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt"><span style="font-size: 10pt">Additions</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,238,137</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,053,850</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-size: 10pt">Transfer to revenue</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(1,890,775</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(1,267,665</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt"><span style="font-size: 10pt">Balance, end of year</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">512,397</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">165,035</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Warranty Reserve</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">For our software and hardware products, we provide a limited one-year assurance-type warranty and for our development service, we provide no warranties. The assurance-type warranty covers defects in material and workmanship only. If a software or hardware component is determined to be defective after being tested by the Company within the one-year, the Company will repair, replace or refund the price of the covered hardware and/or software to the customer (not including any shipping, handling, delivery or installation charges). We estimate, based upon a review of historical warranty claim experience, the costs that may be incurred under our warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance-type warranties and has determined that the estimated outstanding warranty obligations on December 31, 2021 and 2020 are immaterial to the Company’s financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 2 2 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Years Ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Type of Revenue</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding-left: 9pt">Product revenue</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">405,570</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,151,557</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 9pt">Service and subscription revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">96,933</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">62,410</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 9pt">Development revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,401,474</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">943,357</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 9pt">Other revenue</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,794</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,395</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.25in">Total revenue</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,906,771</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">2,163,719</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Years Ended December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td><span style="font-size: 10pt">Timing of Revenue</span></td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%; padding-left: 9pt"><span style="font-size: 10pt">Revenue recognized point in time</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">438,413</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">1,287,132</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-size: 10pt">Revenue recognized over time</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">2,468,358</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">876,587</span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 4pt; padding-left: 0.25in"><span style="font-size: 10pt">Total revenue</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">2,906,771</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">2,163,719</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i> </i></p> 405570 1151557 96933 62410 2401474 943357 2794 6395 2906771 2163719 66617 0 438413 1287132 2468358 876587 2906771 2163719 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Years Ended December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%"><span style="font-size: 10pt">Balance, beginning of year</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">165,035</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">378,850</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt"><span style="font-size: 10pt">Additions</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,238,137</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,053,850</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-size: 10pt">Transfer to revenue</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(1,890,775</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(1,267,665</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt"><span style="font-size: 10pt">Balance, end of year</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">512,397</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">165,035</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> 165035 378850 2238137 1053850 -1890775 -1267665 512397 165035 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration:underline">Leases</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2021, the Company’s operating leases consisted of office space in Sunnyvale, CA (the “Gibraltar Lease”) and Marlborough, MA (the “American Robotics Lease”). For the year ended December 31, 2020, the Company had operating leases primarily consisting of two office space leases in Sunnyvale, California (the “North Pastoria Lease” and the “Gibraltar Lease”) (collectively, the “Sunnyvale Leases”). On December 31, 2020, the North Pastoria Lease expired. The Gibraltar Lease expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On January 24, 2020, the Company and a third party (the “Sublessee”) entered into a Sublease agreement (the “Sublease”) on the North Pastoria Lease, wherein the Sublessee occupied the premises through December 31, 2020. The Sublessee made rent payments of approximately $9,666 and management fee payments of approximately $457 per month beginning February 1, 2020, and a one-time security deposit of $19,332. Sublease rental income for the period from February 1 through December 31, 2020 was $111,349. On December 31, 2020, $10,122 of the security deposit was applied to the December 2020 amount due and the balance was refunded on January 19, 2021.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with the owner and landlord (the “2021 Gibraltar Lease”), wherein the base rate is $45,000 per month, with a security deposit in the amount of $90,000.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space to approximately 10,450 square feet. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022. These facilities also serve as Ondas corporate headquarters.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of the lease payments. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying assets. We have elected not to separate lease and non-lease components for any class of underlying asset.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Lease Costs</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years ended December 31,</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">Components of total lease costs:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; padding-left: 0.125in">Operating lease expense</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">522,012</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">325,839</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 0.125in">Short-term lease costs <sup>(1)</sup></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">45,498</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,650</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 0.125in">Sublease rental income</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-105">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(111,349</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; text-align: justify; padding-left: 0.25in">Total lease costs</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">567,510</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">222,140</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: 0.5in"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0in; margin-bottom: 0in; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0in"/><td style="width: 0.25in; text-align: left">(1)</td><td style="text-align: justify">Represents short-term leases which are immaterial.</td> </tr></table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Lease Positions as of December 31, 2021 and 2020</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><span style="font-size: 10pt">Assets:</span></td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%; padding-bottom: 1.5pt; padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease assets</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: black 1.5pt solid"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">836,025</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: black 1.5pt solid"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">51,065</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; padding-left: 0.25in; text-align: justify"><span style="font-size: 10pt">Total lease assets</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">836,025</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">51,065</span></td> <td style="padding-bottom: 4pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Liabilities:</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease liabilities, current</span></td> <td> </td> <td><span style="font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-size: 10pt">550,525</span></td> <td> </td> <td> </td> <td><span style="font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-size: 10pt">56,168</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease liabilities, net of current</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">241,677</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-106"><span style="font-size: 10pt">-</span></div></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 4pt; padding-left: 0.25in; text-align: justify"><span style="font-size: 10pt">Total lease liabilities</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">792,202</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">56,168</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Other Leases Information</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: center"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years ended <br/> December 31,</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: center"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; width: 76%; text-align: justify; padding-left: 0.125in">Operating cash flows for operating leases</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">525,938</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">531,166</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in">Weighted average remaining lease term (in years)- operating lease</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1.48</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.2</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in">Weighted average discount rate – operating lease</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10.93</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14</td><td style="text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Undiscounted Leases Cash Flows</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2021, as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt"><b>Years ending December 31,</b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="text-align: right"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; width: 88%; text-align: left">2022</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">603,003</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0pt; text-align: left">2023</td><td> </td> <td style="text-align: left"/><td style="text-align: right">246,242</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 1.5pt">2024</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"/><td style="border-bottom: Black 1.5pt solid; text-align: right">9,338</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Total future minimum lease payments</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">858,583</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 1.5pt">Lease imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"/><td style="border-bottom: Black 1.5pt solid; text-align: right">(66,381</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; padding-left: 0.125in">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">792,202</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> the Company and a third party (the “Sublessee”) entered into a Sublease agreement (the “Sublease”) on the North Pastoria Lease, wherein the Sublessee occupied the premises through December 31, 2020. The Sublessee made rent payments of approximately $9,666 and management fee payments of approximately $457 per month beginning February 1, 2020, and a one-time security deposit of $19,332. Sublease rental income for the period from February 1 through December 31, 2020 was $111,349. On December 31, 2020, $10,122 of the security deposit was applied to the December 2020 amount due and the balance was refunded on January 19, 2021. P24M 45000 90000 the Company acquired American Robotics and the American Robotics Lease, wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space to approximately 10,450 square feet. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years ended December 31,</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">Components of total lease costs:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; padding-left: 0.125in">Operating lease expense</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">522,012</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">325,839</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 0.125in">Short-term lease costs <sup>(1)</sup></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">45,498</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,650</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 0.125in">Sublease rental income</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-105">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(111,349</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; text-align: justify; padding-left: 0.25in">Total lease costs</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">567,510</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">222,140</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-indent: 0.5in"> </p> 522012 325839 45498 7650 111349 567510 222140 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>December 31,</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2021</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>2020</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><span style="font-size: 10pt">Assets:</span></td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 76%; padding-bottom: 1.5pt; padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease assets</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: black 1.5pt solid"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">836,025</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: black 1.5pt solid"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">51,065</span></td> <td style="width: 1%; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; padding-left: 0.25in; text-align: justify"><span style="font-size: 10pt">Total lease assets</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">836,025</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">51,065</span></td> <td style="padding-bottom: 4pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Liabilities:</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease liabilities, current</span></td> <td> </td> <td><span style="font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-size: 10pt">550,525</span></td> <td> </td> <td> </td> <td><span style="font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-size: 10pt">56,168</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; padding-left: 9pt; text-align: justify"><span style="font-size: 10pt">Operating lease liabilities, net of current</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">241,677</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-106"><span style="font-size: 10pt">-</span></div></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 4pt; padding-left: 0.25in; text-align: justify"><span style="font-size: 10pt">Total lease liabilities</span></td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">792,202</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">56,168</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 836025 51065 836025 51065 550525 56168 241677 792202 56168 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: center"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years ended <br/> December 31,</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: center"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; width: 76%; text-align: justify; padding-left: 0.125in">Operating cash flows for operating leases</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">525,938</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">531,166</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in">Weighted average remaining lease term (in years)- operating lease</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1.48</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.2</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; text-align: justify; padding-left: 0.125in">Weighted average discount rate – operating lease</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10.93</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14</td><td style="text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> 525938 531166 P1Y5M23D P0Y2M12D 0.1093 0.14 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; padding-left: 0pt"><b>Years ending December 31,</b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="text-align: right"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; width: 88%; text-align: left">2022</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">603,003</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0pt; text-align: left">2023</td><td> </td> <td style="text-align: left"/><td style="text-align: right">246,242</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 1.5pt">2024</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"/><td style="border-bottom: Black 1.5pt solid; text-align: right">9,338</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0.125in">Total future minimum lease payments</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">858,583</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 1.5pt">Lease imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"/><td style="border-bottom: Black 1.5pt solid; text-align: right">(66,381</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; padding-left: 0.125in">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">792,202</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> 603003 246242 9338 858583 -66381 792202 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="text-decoration:underline">Net Loss Per Common Share</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each period. Diluted net loss per share is the same as basic net loss per share since the Company has net losses for each period presented.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following potentially dilutive securities for the years ended December 31, 2021 and 2020 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0pt; text-align: center"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="text-align: center; padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding-left: 0pt">Warrants to purchase common stock</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">3,258,961</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">1,832,910</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-left: 0pt">Options to purchase common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">687,448</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">568,006</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 0pt">Restricted stock units</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">518,750</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">501,160</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.125in">Total potentially dilutive securities</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">4,465,159</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">2,902,076</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 3258961 1832910 687448 568006 518750 501160 4465159 2902076 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Concentrations of Credit Risk</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2021, the Company was approximately $40,180,000 in excess of federally insured limits.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintains an allowance for credit losses.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 40180000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Concentration of Customers</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below sets forth the Company’s customers that accounted for greater than 10% of its revenues for the years ended December 31, 2021 and 2020, respectively:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left"><b>Customer</b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%">A</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">41</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">47</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td>B</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">55</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">46</td><td style="text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customers A and B accounted for 54% and 36% of the Company’s accounts receivable balance as of December 31, 2021, respectively.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer B accounted for 14% of the Company’s accounts receivable balance, while 86% was held by customers with less than 5% of the Company’s revenue for the year ended December 31, 2020.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 0.10 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"><b> </b></td><td><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left"><b>Customer</b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%">A</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">41</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">47</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td>B</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">55</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">46</td><td style="text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 0.41 0.47 0.55 0.46 0.54 0.36 0.14 0.86 0.05 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Recently Adopted Accounting Pronouncements</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period tax allocation and calculating income taxes in interim periods. ASU 2019-12 is applicable to all entities subject to income taxes. ASU 2019-12 provides guidance to minimize complexity in certain areas by introducing a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and guides whether to relate a step-up tax basis to a business combination or separate transaction. ASU 2019-12 changes the current guidance of making an intraperiod allocation, determining when a tax liability is recognized after a foreign entity investor transition to or from equity method of accounting, accounting for tax law changes and year-to-date losses in interim periods, and determining how to apply income tax guidance to franchise taxes. The amendments from ASU 2019-12 are effective for all public business entities for fiscal years beginning after December 15, 2020 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2021 and for interim periods beginning after December 15, 2022. Early adoption was permitted. The adoption of this pronouncement during the year ended December 31, 2021 had no impact on our accompanying consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"/> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Recently Issued Accounting Pronouncements</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The new guidance creates an exception to the general recognition and measurement principles of ASC 805, Business Combinations. The new guidance should be applied prospectively and is effective for all public business entities for fiscal years beginning after December 15, 2022 and include interim periods. The guidance is effective for all other entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of ASU No. 2021-08 on its consolidated financial statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of January 1, 2024.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models previously used under U.S. generally accepted accounting principles, which generally require that a loss be incurred before it is recognized. The new standard also applies to financial assets arising from revenue transactions such as contract assets and accounts receivables. For public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effects of the adoption of ASU No. 2016-13 on its consolidated financial statements. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Reclassification</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 3 – OTHER CURRENT ASSETS</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current assets consist of the following:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Prepaid insurance</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,026,212</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">623,627</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 1.5pt">Other prepaid expenses</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">423,398</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,403</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 4pt">Total other current assets</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,449,610</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">629,030</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Prepaid insurance</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,026,212</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">623,627</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 1.5pt">Other prepaid expenses</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">423,398</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,403</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 4pt">Total other current assets</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,449,610</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">629,030</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 1026212 623627 423398 5403 1449610 629030 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 4 – PROPERTY AND EQUIPMENT</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment consist of the following:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Years Ended <br/> December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Vehicles</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">149,916</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">149,916</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Computer equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">183,869</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">112,615</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Furniture and fixtures</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">141,053</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">94,053</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Software</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">88,284</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">61,287</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Leasehold improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">37,401</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">28,247</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Development equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">56,275</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">25,395</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Base stations</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">117,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-107">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Drones</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">54,969</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-108">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt">Construction in progress</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">627,044</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-109">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,456,661</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">471,513</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt">Less: accumulated depreciation</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(424,662</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(308,429</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; padding-left: 9pt">Total property and equipment</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,031,999</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">163,084</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation expense for the years ended December 31, 2021 and 2020 was $116,231 and $97,759, respectively. During 2020, fully depreciated assets totaling $36,367 were written off.</span></p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Years Ended <br/> December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Vehicles</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">149,916</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">149,916</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Computer equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">183,869</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">112,615</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Furniture and fixtures</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">141,053</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">94,053</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Software</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">88,284</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">61,287</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Leasehold improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">37,401</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">28,247</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Development equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">56,275</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">25,395</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Base stations</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">117,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-107">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Drones</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">54,969</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-108">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt">Construction in progress</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">627,044</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-109">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,456,661</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">471,513</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt">Less: accumulated depreciation</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(424,662</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(308,429</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt; padding-left: 9pt">Total property and equipment</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,031,999</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">163,084</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 149916 149916 183869 112615 141053 94053 88284 61287 37401 28247 56275 25395 117850 54969 627044 1456661 471513 424662 308429 1031999 163084 116231 97759 36367 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 5 – GOODWILL AND BUSINESS ACQUISITION</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We account for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). The excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill. On May 17, 2021, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Drone Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Drone Merger Sub II Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub II”), American Robotics, and Reese Mozer, solely in his capacity as the representative of American Robotics’ Stockholders (as defined in the Agreement).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 5, 2021 (the “Closing Date”), the Company’s stockholders approved the issuance of shares of the Company’s common stock, including shares of common stock underlying Warrants (as defined below), in connection with the acquisition of American Robotics.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On the Closing Date, American Robotics merged with and into Merger Sub I (“Merger I”), with American Robotics continuing as the surviving entity, and American Robotics then subsequently and immediately merged with and into Merger Sub II (“Merger II” and, together with Merger I, the “Mergers”), with Merger Sub II continuing as the surviving entity and as a direct wholly owned subsidiary of the Company. Simultaneously with Merger II, Merger Sub II was renamed American Robotics, Inc.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Pursuant to the Agreement, American Robotics stockholders and certain service providers received (i) cash consideration in an amount equal to $7,500,000, less certain indebtedness, transaction expenses and other expense amounts as described in the Agreement; (ii) 6,750,000 shares of the Company’s common stock (inclusive of 26 fractional shares paid in cash as set forth in the Agreement); (iii) warrants exercisable for 1,875,000 shares of the Company’s common stock (the “Warrants”) (inclusive of 24 fractional shares paid in cash and the equivalent of Warrants for 309,320 shares representing the value of options exercisable for 211,038 shares issued under the Company’s incentive stock plan and reducing the aggregate amount of Warrants as set forth in the Agreement); and (iv) the cash release from the PPP Loan Escrow Amount (as defined in the Agreement). Each of the Warrants entitle the holder to purchase a number of shares of the Company’s common stock at an exercise price of $7.89. Each of the Warrants shall be exercisable in three equal annual instalments commencing on the one-year anniversary of the Closing Date and shall have a term of ten years. 59,544 of the stock options were issued fully vested to employees who did not exercise their American Robotics options prior to the Closing Date and had no ongoing service requirements and therefore they were included in the purchase consideration. The remaining 151,494 stock options issued vest over four years and are contingent on ongoing employment by the employee and are recorded as compensation expense over the service period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">    </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">During the year ended December 31, 2021, the Company incurred approximately $1,644,000 in transaction costs for professional fees and expenses, which are included in General and administration operating expenses on the Consolidated Statements of Operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Also on the Closing Date, the Company entered into employment agreements and issued 1,375,000 restricted stock units (“RSUs”) under the Company’s incentive stock plan to key members of American Robotics’ management. These RSUs vest in equal installments on the next three anniversaries of the Closing Date and vesting is contingent on the individuals remaining employed by the Company. These RSUs are not included in purchase consideration and are expensed ratably over the service period. They were valued at the closing market price on the Closing Date. The compensation expense recognized in 2021 in respect of these restricted stock units was $1,452,385, and as of December 31, 2021 the unrecognized compensation expense was $9,244,115.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Lock-Up and Registration Rights Agreement</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 17, 2021, the Company entered into a lock-up and registration rights agreement, by and among the Company and the directors and officers of American Robotics (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement (i) the Company agreed to file a resale registration statement for the Registrable Securities (as defined in the Registration Rights Agreement) no later than 90 days following the closing of the Mergers, and to use commercially reasonable efforts to cause it to become effective as promptly as practicable following such filing, (ii) the directors and officers and other American Robotics stockholders who sign a joinder to such agreement were granted certain piggyback registration rights with respect to registration statements filed subsequent to the closing of the Mergers, and (iii) the directors and officers of American Robotics agreed, subject to certain customary exceptions, not to sell, transfer or dispose of an aggregate of 2,583,826 shares of Company common stock for a period of 180 days from the closing of the Mergers. In connection with the Mergers, the stockholders of American Robotics entered into a Joinder to Lock-Up and Registration Rights Agreement.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following table summarizes the consideration paid for American Robotics and the final allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Consideration:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; padding-bottom: 4pt">Fair value of total consideration transferred</td><td style="width: 1%; padding-bottom: 4pt"> </td> <td style="width: 1%; border-bottom: Black 4pt double; text-align: left">$</td><td style="width: 9%; border-bottom: Black 4pt double; text-align: right">69,311,577</td><td style="width: 1%; padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Fair value of assets acquired:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Cash</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">920,011</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Other current assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">148,043</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Property and equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">61,430</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Intangible assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">26,180,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Right of use asset</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">463,252</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Other long-term assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">87,217</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total assets acquired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">27,859,953</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Fair value of liabilities assumed:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">129,541</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Deferred revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,992</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Accrued payroll and rent</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">42,617</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Lease liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">447,827</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Deferred tax liability</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,921,982</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Total liabilities assumed</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,574,959</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total net assets acquired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">24,284,994</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">45,026,583</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">69,311,577</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Our results for the year ended December 31, 2021 include results from American Robotics between August 6, 2021 and December 31, 2021. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of American Robotics had occurred on January 1, 2020. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2020 or what the Company’s operating results will be in future periods.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b> </b></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="6" style="text-align: center"><b>(Unaudited)</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="6" style="text-align: center"><b>Years Ended</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt"><b> </b></td><td style="padding-bottom: 1pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>December 31,</b></td><td style="padding-bottom: 1pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td style="padding-bottom: 1pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1pt"><b> </b></td><td style="padding-bottom: 1pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Revenue, net</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,967,591</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,977,698</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Net loss</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(23,974,346</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(19,090,387</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Basic Earnings Per Share</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.56</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.46</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Diluted Earnings Per Share</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.56</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.46</td><td style="text-align: left">)</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The intangible assets acquired include the trademarks, FAA waiver, developed technology, non-compete agreements, and customer relationships (see note 6). The deferred tax liability represents the tax effected timing differences relating to the acquired intangible assets to the extent they are not offset by acquired deferred tax assets.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The final allocation of purchase price has changed from the preliminary allocation because of changes in the valuation of intangibles and the 382 analysis of American Robotics net loss operating carryforwards. The resulting changes were a reduction in intangibles assets of $21,080,00, a reduction in the deferred tax liability of $9,818,238 and net other changes of $3,838 resulting in an increase in goodwill of $11,245,618.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. No portion of the goodwill is deductible for tax purposes.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We acquired American Robotics in order to broaden the industrial data solutions Ondas is able to provide to customers. The drone is the ultimate data gathering device at the edge of field area operations and American Robotics’ Scout System is a world class drone platform. We believe that combining the technical and industry expertise of Ondas Networks and American Robotics will be highly valued by our customers.</p> Pursuant to the Agreement, American Robotics stockholders and certain service providers received (i) cash consideration in an amount equal to $7,500,000, less certain indebtedness, transaction expenses and other expense amounts as described in the Agreement; (ii) 6,750,000 shares of the Company’s common stock (inclusive of 26 fractional shares paid in cash as set forth in the Agreement); (iii) warrants exercisable for 1,875,000 shares of the Company’s common stock (the “Warrants”) (inclusive of 24 fractional shares paid in cash and the equivalent of Warrants for 309,320 shares representing the value of options exercisable for 211,038 shares issued under the Company’s incentive stock plan and reducing the aggregate amount of Warrants as set forth in the Agreement); and (iv) the cash release from the PPP Loan Escrow Amount (as defined in the Agreement). Each of the Warrants entitle the holder to purchase a number of shares of the Company’s common stock at an exercise price of $7.89. Each of the Warrants shall be exercisable in three equal annual instalments commencing on the one-year anniversary of the Closing Date and shall have a term of ten years. 59,544 of the stock options were issued fully vested to employees who did not exercise their American Robotics options prior to the Closing Date and had no ongoing service requirements and therefore they were included in the purchase consideration. The remaining 151,494 stock options issued vest over four years and are contingent on ongoing employment by the employee and are recorded as compensation expense over the service period.     7.89 1644000 1375000 1452385 9244115 2583826 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; padding-bottom: 4pt">Fair value of total consideration transferred</td><td style="width: 1%; padding-bottom: 4pt"> </td> <td style="width: 1%; border-bottom: Black 4pt double; text-align: left">$</td><td style="width: 9%; border-bottom: Black 4pt double; text-align: right">69,311,577</td><td style="width: 1%; padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Fair value of assets acquired:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Cash</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">920,011</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Other current assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">148,043</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Property and equipment</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">61,430</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Intangible assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">26,180,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Right of use asset</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">463,252</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Other long-term assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">87,217</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total assets acquired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">27,859,953</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Fair value of liabilities assumed:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Accounts payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">129,541</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Deferred revenue</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,992</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Accrued payroll and rent</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">42,617</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Lease liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">447,827</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Deferred tax liability</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,921,982</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Total liabilities assumed</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,574,959</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total net assets acquired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">24,284,994</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Goodwill</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">45,026,583</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">69,311,577</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p> 69311577 920011 148043 61430 26180000 463252 87217 27859953 129541 32992 42617 447827 2921982 3574959 24284994 45026583 69311577 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="6" style="text-align: center"><b>(Unaudited)</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="6" style="text-align: center"><b>Years Ended</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt"><b> </b></td><td style="padding-bottom: 1pt"><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>December 31,</b></td><td style="padding-bottom: 1pt"><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td style="padding-bottom: 1pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1pt"><b> </b></td><td style="padding-bottom: 1pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Revenue, net</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,967,591</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,977,698</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Net loss</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(23,974,346</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(19,090,387</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify">Basic Earnings Per Share</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.56</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.46</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Diluted Earnings Per Share</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.56</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.46</td><td style="text-align: left">)</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> 2967591 1977698 -23974346 -19090387 -0.56 -0.46 -0.56 -0.46 9818238 3838 11245618 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 6 – INTANGIBLE ASSETS</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The components of intangible assets, all of which are finite lived, were as follows:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31, 2021</b></span></td> <td> </td> <td> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31, 2020</b></span></td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Gross<br/> Carrying<br/> Amount</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated<br/> Amortization</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Net<br/> Carrying<br/> Amount</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Gross<br/> Carrying<br/> Amount</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated<br/> Amortization</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Net  C</b></span><b>arrying Amount</b></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Useful<br/> Life</b></span></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 26.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Patents</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">75,266</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(13,077</span></td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,189</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right">25,598</td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,809</span></td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right">21,789</td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 9%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td style="width: 0.5%"> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Patents in process</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">89,767</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-110"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">89,767</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">133,112</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-111"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">133,112</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-112"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A </span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Licenses</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">241,909</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(41,471</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">200,438</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">241,909</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(17,280</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">224,629</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trademarks</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,230,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(130,242</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,099,758</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-113"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-114"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-115"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">FAA waiver</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,930,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(239,113</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,690,887</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-116"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-117"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-118"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Developed technology</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">16,120,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(650,000</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,470,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-119"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-120"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-121"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Non-compete agreements</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">840,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(338,710</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">501,290</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-122"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-123"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-124"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer relationships</span></td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">60,000</span></td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(4,839</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">55,161</span></td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-125"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-126"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-127"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td> </td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">26,586,942</span></td> <td> </td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,417,452</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,169,489</span></td> <td> </td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right">400,619</td> <td> </td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(21,089</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right">379,530</td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"> </td> <td> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Amortization expense for years ended December 31, 2021 and 2020 was $1,396,364 and $19,840, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">We recognized losses on intellectual property of $97,789 and $33,334 due to expiration of patent applications for the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Estimated amortization expense for the next five years for the intangible costs currently being amortized is as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Year Ending December 31,</b></span></td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Estimated<br/> Amortization</b></span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 88%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,072,570</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td> <td> </td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,571,280</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td> <td> </td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,571,003</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td> <td> </td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,571,003</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026</span></td> <td> </td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,566,164</span></td> <td> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31, 2021</b></span></td> <td> </td> <td> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31, 2020</b></span></td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Gross<br/> Carrying<br/> Amount</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated<br/> Amortization</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Net<br/> Carrying<br/> Amount</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Gross<br/> Carrying<br/> Amount</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated<br/> Amortization</b></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Net  C</b></span><b>arrying Amount</b></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Useful<br/> Life</b></span></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 26.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Patents</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">75,266</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(13,077</span></td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,189</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right">25,598</td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,809</span></td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right">21,789</td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 0.5%"> </td> <td style="width: 9%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td style="width: 0.5%"> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Patents in process</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">89,767</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-110"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">89,767</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">133,112</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-111"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">133,112</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-112"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A </span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Licenses</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">241,909</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(41,471</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">200,438</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">241,909</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(17,280</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">224,629</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trademarks</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,230,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(130,242</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,099,758</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-113"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-114"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-115"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">FAA waiver</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,930,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(239,113</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,690,887</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-116"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-117"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-118"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Developed technology</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">16,120,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(650,000</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,470,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-119"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-120"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-121"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Non-compete agreements</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">840,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(338,710</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">501,290</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-122"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-123"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-124"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer relationships</span></td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">60,000</span></td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(4,839</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">55,161</span></td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-125"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-126"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-127"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td> </td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">26,586,942</span></td> <td> </td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,417,452</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,169,489</span></td> <td> </td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right">400,619</td> <td> </td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(21,089</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td> </td> <td style="border-bottom: black 4.5pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right">379,530</td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"> </td> <td> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p> 75266 -13077 62189 25598 -3809 21789 P10Y 89767 89767 133112 133112 241909 -41471 200438 241909 -17280 224629 P10Y 3230000 -130242 3099758 P10Y 5930000 -239113 5690887 P10Y 16120000 -650000 15470000 P10Y 840000 -338710 501290 P1Y 60000 -4839 55161 P5Y 26586942 -1417452 25169489 400619 -21089 379530 1396364 19840 97789 33334 P5Y <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Year Ending December 31,</b></span></td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Estimated<br/> Amortization</b></span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 88%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,072,570</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td> <td> </td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,571,280</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td> <td> </td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,571,003</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td> <td> </td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,571,003</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026</span></td> <td> </td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,566,164</span></td> <td> </td></tr> </table> 2072570 2571280 2571003 2571003 2566164 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><span style="text-decoration:underline">NOTE 7 – LONG-TERM EQUITY INVESTMENT</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On October 5, 2021, Ondas Holdings irrevocably subscribed and agreed to purchase 3,141,098 shares of Series A-1 Preferred Stock of Dynam.AI, Inc. (“Dynam”), a tech-enabled services provider for critical or complex artificial intelligence and machine learning projects, par value $0.00001 for the aggregate price of $500,000 representing subscription price of $0.15918 per share by way of a non-brokered private placement for approximately 11% ownership in Dynam. In addition to the equity investment, Ondas Holdings’ wholly owned subsidiary, American Robotics, Inc., entered into a development, services and marketing agreement with Dynam.AI on October 1, 2021. The agreement allows American Robotics to expand and enhance its IP library and analytics capabilities with artificial intelligence using physics-based algorithms and allows Dynam to further the development of Vizlab™, Dynam’s proprietary AI/ML platform, an advanced developer toolkit for data scientists.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">This long-term equity investment consists of an equity investment in a private company through preferred shares, which are not considered in-substance common stock, that is accounted for at cost, with adjustments for observable changes in prices or impairments, and is classified as long-term equity investment on our consolidated balance sheets with adjustments recognized in other (expense) income, net on our consolidated statements of operations. The Company has determined that the equity investment does not have a readily determinable fair value and elected the measurement alternative. Therefore, the equity investment’s carrying amount will be adjusted to fair value at the time of the next observable price change for the identical or similar investment of the same issuer or when an impairment is recognized. Each reporting period, the Company performs a qualitative assessment to evaluate whether the investment is impaired. The assessment includes a review of recent operating results and trends, recent sales/acquisitions of the investee securities, and other publicly available data. If the investment is impaired, the Company writes it down to its estimated fair value. As of December 31, 2021 and 2020 the long-term equity investment had a carrying value of $500,000 and $0, respectively. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Our CEO Eric Brock is a director of Dynam.</p> 3141098 0.00001 500000 0.15918 0.11 500000 0 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued expenses and other current liabilities consist of the following:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify"><b> </b></td><td><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify"><b> </b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; width: 76%; text-align: justify">Accrued payroll and other benefits</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">269,725</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,125,981</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify">D&amp;O insurance financing payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">719,313</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">479,712</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify">Accrued interest</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-128">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">44,579</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify">Accrued professional fees</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">117,008</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">115,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify">Other accrued expenses</td><td> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">43,861</td><td style="text-align: left"> </td><td> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">67,508</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; padding-bottom: 4pt; text-align: justify">Total accrued expenses and other current liabilities</td> <td style="padding-bottom: 4pt"/> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">1,149,907</td> <td style="padding-bottom: 4pt; text-align: left"/> <td style="padding-bottom: 4pt"/> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">2,832,780</td> <td style="padding-bottom: 4pt; text-align: left"/> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify"><b> </b></td><td><b> </b></td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Years Ended <br/> December 31,</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify"><b> </b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; width: 76%; text-align: justify">Accrued payroll and other benefits</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">269,725</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,125,981</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify">D&amp;O insurance financing payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">719,313</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">479,712</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify">Accrued interest</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-128">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">44,579</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify">Accrued professional fees</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">117,008</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">115,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: justify">Other accrued expenses</td><td> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">43,861</td><td style="text-align: left"> </td><td> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">67,508</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; padding-bottom: 4pt; text-align: justify">Total accrued expenses and other current liabilities</td> <td style="padding-bottom: 4pt"/> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">1,149,907</td> <td style="padding-bottom: 4pt; text-align: left"/> <td style="padding-bottom: 4pt"/> <td style="border-bottom: Black 4pt double; text-align: left">$</td> <td style="border-bottom: Black 4pt double; text-align: right">2,832,780</td> <td style="padding-bottom: 4pt; text-align: left"/> </tr> </table> 269725 2125981 719313 479712 44579 117008 115000 43861 67508 1149907 2832780 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 9 – SECURED PROMISSORY NOTES</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Steward Capital Holdings LP</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 9, 2018, we entered into a loan and security agreement (the “Agreement”) with Steward Capital Holdings LP (the “Steward Capital”) wherein Steward Capital made available to us a loan in the aggregate principal amount of up to $10,000,000 (the “Loan”). On March 9, 2018, the Company and Steward Capital, pursuant to the Agreement, entered into a Secured Term Promissory Note for $5,000,000, having a maturity date of September 9, 2019 (“Tranche A”). The Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%. The Agreement also included payments of $25,000 in loan commitment fees and $100,000 (1%) of the funding in loan facility charges. The loan commitment fees and $50,000 in loan facility charges associated with Tranche A were recorded as debt discount and amortized over the life of the Loan. There was also an end of term charge of $250,000. The end of term charge was being recorded as accreted costs over the term of the Loan. The Note was secured by substantially all of the assets of the Company.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 9, 2018, the Company and Steward Capital, pursuant to the Agreement, entered into a second Secured Term Promissory Note for $5,000,000 having a maturity date of April 9, 2020 (the “Second Note”) to complete the Agreement for $10,000,000. The Second Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%. Pursuant to the terms of the Agreement, the Company was required to pay a $50,000 loan facility charge.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 18, 2019, the Company and Steward Capital entered into a letter of agreement to amend the Agreement (the “First Amendment”) to (i) extend and amend the maturity date, as defined in Section 1.1 of the Agreement, to read in its entirety “means September 9, 2020” (the “Maturity Date”); (ii) waive the repayment requirement to Steward Capital under Section 2.3 of the Agreement, in connection with the then proposed public offering of the Company as described in the Company’s Registration Statement on Form S-1, as amended, originally filed on April 12, 2019, and (iii) waive the restriction by Steward Capital on the prepayment of Indebtedness under Section 7.4 of the Agreement. In connection with the waivers, extension and amendment, the Company agreed to pay to Steward Capital, upon the earlier of (a) the completion of the public offering as set forth in Section 2.3 of the Agreement and (b) ten (10) days following the Company’s receipt of Steward’s written demand therefor, a fee equal to three percent (3%) of the current outstanding principal balance of the Loan (as defined in the Agreement), neither of which have occurred at the time of this filing. The Company concluded that the modifications created by the First Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring. As the difference between the effective interest rate method and the straight-line method was deemed immaterial, the Company continued to amortize the deferred loan costs using the straight-line method over the remaining term of the Loan.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 28, 2019, the Company and Steward Capital entered into a letter of agreement to amend the Agreement, as amended (the “Second Amendment”) wherein the parties agreed to (i) extend and amend the due date for all accrued and unpaid interest starting September 2, 2019 to the Maturity Date and (ii) extend and amend the due date for the 3% fee payable to Steward Capital in connection with the First Amendment and waiver dated June 2019 to be payable on the Maturity Date. In connection with the extensions and amendments, the Company issued Steward Capital 120,000 shares of the Company’s common stock valued at $300,000 on December 15, 2019. The value was recorded as debt discount and amortized over the life of the Loan. The Company concluded that the modifications created by the Second Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring. As the difference between the effective interest rate method and the straight-line method was deemed immaterial, the Company continued to amortize the deferred loan costs using the straight-line method over the remaining term of the Loan.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Agreement also contained covenants which included certain restrictions with respect to subsequent indebtedness, liens, loans and investments, asset sales and share repurchases and other restricted payments, subject to certain exceptions. The Agreement also contained financial reporting obligations. An event of default under the Agreement included, but was not limited to, breach of covenants, insolvency, and occurrence of any default under any agreement or obligation of the Company. In addition, the Agreement contained a customary material adverse effect clause which stated that in the event of a material adverse effect, an event of default would occur, and the lender had the option to accelerate and demand payment of all or any part of the loan. A material adverse effect was defined in the Agreement as a material change in our business, operations, properties, assets or financial condition or a material impairment of its ability to perform all obligations under its Agreement.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 4, 2020, the Company and Steward Capital entered into the Second Amendment to the Loan and Security Agreement (the “Second Amendment”) to (i) extend the Maturity Date to September 9, 2021 (the “Extended Maturity Date”) and agree to convert all accrued interest into the note, resulting in a new principal balance of $11,254,236, (ii) make all accrued and unpaid interest from September 9, 2020 through the date of maturity due on the Extended Maturity Date, (iii) on or before October 1, 2020, Company were to issue 40,000 shares of Company’s stock to Steward valued at $9.75 per share, or total of $390,000 (issued on September 30, 2020) and (iv) make the fee of 3% of the outstanding principal balance of the loan, or $300,000 (as defined in the First Amendment) due at the updated maturity date of September 9, 2021. The Company concluded that the modifications created by the Second Amendment resulted in a troubled debt restructuring under Accounting Standard Codification—Debt (Topic 470) as it was determined that a concession was granted by Steward Capital. However, as the future payments to be made subsequent to the modification were greater than the carrying value at the time of the modification, no gain or loss was required to be recognized on the troubled debt restructuring.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 14, 2021, the Company requested Steward Capital’s waiver of Section 7 (Covenants of Borrower), in connection with the acquisition of American Robotics, Inc (“American Robotics”). In connection with the waiver, the Company agreed to, upon consummation of the proposed acquisition, pay Steward Capital an additional $280,000, and upon the consummation of the proposed acquisition, Steward and the Company would amend the Agreement to modify the defined term “collateral” to include the intellectual property of American Robotics; however, the Company made a final payment to Steward Capital before closing of the acquisition.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 9, 2020, the Company made a $5,000,000 payment to Steward Capital, applying $4,679,958 to principal and $320,042 to accrued interest. On December 31, 2020, the principal balance was $7,003,568, net of debt discount of $120,711 and accreted cost of $550,000. On June 25, 2021, the Company made a final payment of $7,044,750 to Steward Capital, applying $6,574,278 to principal, $404,729 in interest and other fees, and $65,743 in early payment penalties. The agreement was terminated on July 1, 2021. On December 31, 2021 and 2020, accrued interest was $0 and $44,579, respectively, and was included in accrued expenses and other current liabilities in the balance sheet in the accompanying consolidated financial statements. Interest expense for the years ended December 31, 2021 and 2020 was $426,448 and $1,181,288, respectively.</span></p> 10000000 5000000 The Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%. 25000 100000 0.01 50000 250000 5000000 2020-04-09 10000000 The Second Note bore interest at a per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate, less 3.25%. 50000 the Company and Steward Capital entered into a letter of agreement to amend the Agreement (the “First Amendment”) to (i) extend and amend the maturity date, as defined in Section 1.1 of the Agreement, to read in its entirety “means September 9, 2020” (the “Maturity Date”); (ii) waive the repayment requirement to Steward Capital under Section 2.3 of the Agreement, in connection with the then proposed public offering of the Company as described in the Company’s Registration Statement on Form S-1, as amended, originally filed on April 12, 2019, and (iii) waive the restriction by Steward Capital on the prepayment of Indebtedness under Section 7.4 of the Agreement. 0.03 On October 28, 2019, the Company and Steward Capital entered into a letter of agreement to amend the Agreement, as amended (the “Second Amendment”) wherein the parties agreed to (i) extend and amend the due date for all accrued and unpaid interest starting September 2, 2019 to the Maturity Date and (ii) extend and amend the due date for the 3% fee payable to Steward Capital in connection with the First Amendment and waiver dated June 2019 to be payable on the Maturity Date. 120000 300000 On September 4, 2020, the Company and Steward Capital entered into the Second Amendment to the Loan and Security Agreement (the “Second Amendment”) to (i) extend the Maturity Date to September 9, 2021 (the “Extended Maturity Date”) and agree to convert all accrued interest into the note, resulting in a new principal balance of $11,254,236, (ii) make all accrued and unpaid interest from September 9, 2020 through the date of maturity due on the Extended Maturity Date, (iii) on or before October 1, 2020, Company were to issue 40,000 shares of Company’s stock to Steward valued at $9.75 per share, or total of $390,000 (issued on September 30, 2020) and (iv) make the fee of 3% of the outstanding principal balance of the loan, or $300,000 (as defined in the First Amendment) due at the updated maturity date of September 9, 2021. 280000 5000000 4679958 320042 7003568 120711 550000 7044750 6574278 404729 65743 0 44579 426448 1181288 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 10 – LONG-TERM NOTES PAYABLE</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Convertible Promissory Notes</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 14, 2017, the Company and an individual entered into a convertible promissory note with unilateral conversion preferences by the individual (the “Convertible Promissory Note”). On July 11, 2018, the Company’s Board approved certain changes to the Convertible Promissory Note wherein the conversion feature was changed from unilateral to mutual between the individual and the Company. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0; text-indent: 0.5in">The Company may at any time on or after a qualified public offering convert any unpaid repayment at the IPO conversion price. The conversion price is the lesser of the (i) price per share of Common Stock sold in the Qualified Public Offering, discounted by 20%, and (ii) the price per share of Common Stock based on a pre-money Company valuation of $50 million on a Fully Diluted Basis.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On both December 31, 2021 and 2020, the total outstanding balance of the convertible promissory note (the “Note”) was $300,000. The maturity date of the Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid. Accrued interest on December 31, 2021 and 2020 was $40,152 and $36,329, respectively. Interest expense for both years ended December 31, 2021 and 2020 was $15,000.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 27, 2019, the holder of the Note was granted a warrant to purchase 46,893 shares of common stock of the Company. The fair value of this warrant was recorded as financing costs in the accompanying consolidated financial statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Paycheck Protection Program Loan</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 4, 2020, the Company applied for a loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the “SBA”). The loan, in the principal amount of $666,091 (the “PPP Loan”), was disbursed by Wells Fargo Bank, National Association (“Lender”) on May 6, 2020, pursuant to a Paycheck Protection Program Promissory Note and Agreement (the “Note and Agreement”).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The program was later amended by the Paycheck Protection Flexibility Act of 2020 whereby debtors were granted a minimum maturity date of the five-year anniversary of the funding date and a deferral of ten months from the end of the covered period. The PPP Loan bore interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), were to commence after the sixteen-month anniversary of the funding date. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Note and Agreement provided for customary events of default, including those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company could prepay the principal of the PPP Loan at any time without incurring any prepayment charges.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">All or a portion of the PPP Loan could be forgiven by the SBA upon application to the Lender by the Company within 10 months after the last day of the covered period. The Lender would have 90 days to review borrower’s forgiveness application and the SBA had an additional 60 days to review the Lender’s decision as to whether the borrower’s loan could be forgiven. Under the CARES Act, loan forgiveness was available for the sum of documented payroll costs, covered rent payments, and covered utilities, and certain covered mortgage interest payments during the twenty-four-week period beginning on the date of the first disbursement of the PPP Loan. For purposes of the CARES Act, payroll costs excluded compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount could be for non-payroll costs. Forgiveness was reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually were reduced by more than 25%. On May 4, 2021, the Company submitted an application to the lender with supporting detail requesting forgiveness of the loan. On May 26, 2021, the Company received full forgiveness for both the principal and accrued interest, which is included in other income on the Company’s accompanying consolidated statements of operations.</span></p> 0.20 50000000 300000 300000 The maturity date of the Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid. 40152 36329 15000 15000 46893 666091 0.01 For purposes of the CARES Act, payroll costs excluded compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount could be for non-payroll costs. Forgiveness was reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually were reduced by more than 25%. <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 11 – STOCKHOLDERS’ EQUITY</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Common Stock</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 31, 2021, the Company had 116,666,667 shares of common stock, par value $0.0001 (the “Common Stock”), authorized for issuance, of which 40,990,604 shares of our Common Stock were issued and outstanding.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Preferred Stock</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 31, 2021, the Company had 10,000,000 shares of preferred stock, par value $0.0001, authorized, of which 5,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”) and 5,000,000 shares are non-designated (“blank check”) shares. As of December 31, 2021 and December 31, 2020, the Company had no preferred stock outstanding.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company evaluated its Series A Preferred to determine if those instruments or embedded components of those instruments qualify as derivatives to be accounted for separately. The Preferred Shares include an embedded contingent automatic conversion option which is bifurcated from the Preferred Shares and recorded separately as a derivative liability, creating a discount to the Preferred Shares. The fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded as other income (expense) in the Company’s accompanying consolidated statement of operations. The discount arising from the identification of the embedded conversion feature will not be accreted or amortized as the Series A Preferred has been classified in equity.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Series A Preferred Stock</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 14, 2020, the Company filed a Certificate of Designation with the State of Nevada to designate 5,000,000 shares of the Company’s preferred stock as Series A Preferred. Shares of Series A Preferred rank pari passu with the Company’s common stock, except that holders of Series A Preferred shall have certain liquidation preferences as set forth in the Certificate of Designation and the holders of the Series A Preferred are not entitled to vote on any matters presented to the stockholder of the Company. The Certificate of Designation became effective in August 2020.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Series A Preferred is convertible at a holder’s election any time beginning nine months from the 2020 Closing into shares of the Company’s common stock at an initial conversion price equal to the Purchase Price, subject to certain adjustments described below, so that, initially, each share of Series A Preferred shall be convertible into one (1) share of the Company’s common stock. Also, the Series A Preferred will be automatically converted into the Company’s common stock (a “Mandatory Conversion”), at the then applicable conversion price, in the event of an equity offering of shares of the Company’s common stock resulting in the Company uplisting to a national securities exchange (provided that if the per share offering price in such offering is less than the then applicable conversion price for the Series A Preferred, the Series A Preferred will automatically convert based on the offering price in such offering).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In the event of any stock split, stock dividend, or stock combination, the number of shares deliverable and the conversion price of the Series A Preferred will be appropriately adjusted. In the event a Mandatory Conversion is triggered, if the offering price on the date such Mandatory Conversion is triggered is less than a 25% premium to $6.00, the Company will issue additional shares of the Company’s common stock for each outstanding share of Series A Preferred to ensure the effective conversion price equals a 25% discount to $6.00.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Also, for a period of one year from the date of the Purchase Agreements, if the Company undertakes an underwritten public equity offering, the holders of Series A Preferred will enter into a lock-up agreement with respect to the sale of the Series A Preferred and the Company’s common stock underlying such Series A Preferred as may be reasonably requested by the Company or the Company’s underwriter for such public equity offering.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 14, 2020, the Company entered into securities purchase agreements (the “2020 Purchase Agreements”) with certain purchasers (the “2020 Investors”), which provided for the sale of an aggregate of $4,435,000 ($4,483,749 after payment of offering expenses) and the exchange for debt of $265,779 of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”) at a purchase price of $2.00 per share (the “Purchase Price”) (the “Offering”). On August 14, 2020 and August 27, 2020, pursuant to the 2020 Purchase Agreements, the Company issued an aggregate of 2,350,390 shares of Series A Preferred to the 2020 Investors (collectively the “2020 Closing”). In connection with the 2020 Closing, Eric Brock, the Company’s Chief Executive Officer purchased 157,500 shares of Series A Preferred.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 8, 2020, the Company’s outstanding 2,350,390 shares of Series A Convertible Preferred Stock mandatorily converted into an aggregate of 979,361 shares of Common Stock, which includes an aggregate of 195,881 shares of Common Stock in connection with the 25% premium discussed above. Additionally, the Company issued an aggregate of 15,093 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock. The shares of Common Stock issued in connection with the offering and the conversion were issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act, for securities exchanged by the Company and existing security holders where no commission or other remuneration is paid or given directly or indirectly by the Company for soliciting such exchange, and the shares of Common Stock issued in lieu of declaring a dividend were issued in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder in a transaction not involving a public offering.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Reverse Stock Split</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On November 3, 2020, the Board of Directors of the Company approved a one-for-three reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On November 12, 2020, Company filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split. The Reverse Stock Split became effective at 5:31 p.m., Eastern Time, on November 13, 2020. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would result from the Reverse Stock Split will be rounded up to the nearest whole share. Following the Reverse Stock Split, the Company has 116,666,667 shares of Common Stock authorized. On November 16, 2020, the Company’s Common Stock began trading on the OTCQB on a split-adjusted basis under the current trading symbol “ONDS” and the new CUSIP number 68236H 204.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Form S-3</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 29, 2021, the Company filed a shelf Registration Statement on Form S-3 for up to $150,000,000 with the SEC (the “Form S-3”) for shares of its Common Stock; shares of its preferred stock, which the Company may issue in one or more series or classes; debt securities, which the company may issue in one or more series; warrants to purchase its Common Stock, preferred stock or debt securities; and units. The Form S-3 was declared effective by the SEC on February 5, 2021.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>2021 Public Offering</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On June 8, 2021, the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Oppenheimer &amp; Co. Inc., acting as the representative for the underwriters identified therein (the “Underwriters”), relating to the Company’s public offering (the “2021 Public Offering”) of 6,400,000 shares (the “2021 Firm Shares”) of the Company’s Common Stock. Pursuant to the 2021 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 960,000 shares of Common Stock (the “2021 Option Shares,” and together with the 2021 Firm Shares, the “2021 Shares”) to cover over-allotments.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Underwriters agreed to purchase the 2021 Firm Shares from the Company with the option to purchase the 2021 Option Shares at a price of $6.51 per share. The 2021 Shares were offered, issued, and sold pursuant to the Form S-3 and accompanying prospectus filed with the SEC under the Securities Act.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 11, 2021, pursuant to the 2021 Public Offering, the Company issued 7,360,000 shares of Common Stock (2021 Firm Shares and 2021 Option Shares) at a public price of $7.00 for net proceeds to the Company of $47,523,569 after deducting the underwriting discount and offering fees and expenses payable by the Company.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Underwriting Agreement included customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the 2021 Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement and were subject to limitations agreed upon by the contracting parties.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below details the net proceeds of the 2021 Public Offering.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">Gross Proceeds:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify; padding-left: 9pt">Initial Closing</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">44,800,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Over-allotment Closing</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,720,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">51,520,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Offering Costs:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 9pt">Underwriting discounts and commissions</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,806,400</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Other offering costs</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(190,031</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Net Proceeds</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">47,523,569</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company will use the net proceeds of the 2021 Public Offering for working capital and general corporate purposes, which includes further technology development, increased spending on marketing and advertising and capital expenditures necessary to grow the Ondas Holdings business.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>2020 Public Offering</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 26, 2020, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Form S-1”) for a public offering of its common stock, which was declared effective by the SEC on December 3, 2020.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in; "><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 3, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Underwriters, relating to the Company’s public offering (the ”2020 Public Offering”) of 5,000,000 shares (the “2020 Firm Shares”) of the Company’s Common Stock, par value $0.0001 per share. Pursuant to the 2020 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of Common Stock (the “2020 Option Shares,” and together with the 2020 Firm Shares, the “2020 Shares”) to cover over-allotments.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in; ">The Underwriters agreed to purchase the 2020 Firm Shares from the Company with the option to purchase the 2020 Option Shares at a price of $5.58 per share. The 2020 Shares were offered, issued, and sold pursuant to the Form S-1 and accompanying prospectus filed with the SEC under the Securities Act.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in; "><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 8, 2020, the Company issued the 2020 Firm Shares and closed the 2020 Public Offering at a public price of $6.00 per share for net proceeds to the Company of approximately $26,762,000 after deducting the underwriting discount and offering fees and expenses payable by the Company. In connection with the 2020 Public Offering, on December 4, 2020, the Common Stock uplisted from the OTCQB and began trading on The NASDAQ Capital Market under the symbol “ONDS”.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in; "><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The 2020 Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the 2020 Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement and were subject to limitations agreed upon by the contracting parties.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 16, 2020, the Underwriters exercised in full and closed on their over-allotment option to purchase an additional 750,000 shares of Common Stock from the Company. In connection with the over-allotment option, the Company received approximately $4,200,000 in additional net proceeds.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below details the net proceeds of the 2020 Public Offering.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">Gross Proceeds:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 88%; text-align: justify">Initial Closing</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">30,000,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: justify; padding-bottom: 1.5pt">Over-allotment Closing</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,500,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">34,500,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Offering Costs:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: justify">Underwriting discounts and commissions</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,415,000</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: justify; padding-bottom: 1.5pt">Other offering costs</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(831,003</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Net Proceeds</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">31,253,997</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company used the net proceeds of the 2020 Public Offering for working capital and general corporate purposes, which included further technology development, increased spending on marketing and advertising and capital expenditures necessary to grow the Ondas Holdings business.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Stock Issued for Debt Extension</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 9, 2020, the Company issued 120,000 shares of its common stock to Steward Capital in conjunction with an amendment to loan and security agreement (See NOTE 9 for further details).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Warrants to Purchase Common Stock</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We use the Black-Scholes-Merton option model (the “Black-Scholes Model”) to determine the fair value of warrants to purchase Common Stock of the Company (“Warrants”). The Black-Scholes Model is an acceptable model in accordance with the GAAP. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available over a period equal to the expected life of the awards. We used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Warrants Granted During 2021</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p><p style="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2021, we had Warrants outstanding to purchase an aggregate of 3,305,854 shares of Common Stock with a weighted-average contractual remaining life of approximately 5.24 years, and exercise prices ranging from $0.03 to $9.75 per share, resulting in a weighted average exercise price of $8.53 per share.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 8, 2021 the Company issued warrants to purchase an aggregate of 1,565,656 shares of Common Stock with an exercise price of $7.89 per share as consideration in the acquisition of American Robotics. These warrants vest in three equal installments on the next three anniversaries of their issuance.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Warrants Granted During 2020</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2020, we had Warrants outstanding to purchase an aggregate of 1,879,803 shares of Common Stock with a weighted-average contractual remaining life of approximately 2.2 years, and exercise prices ranging from $0.03 to $9.75 per share, resulting in a weighted average exercise price of $9.16 per share.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 6, 2020, the Company’s Board granted (i) an aggregate of 47,917 Warrants with an exercise price of $7.50 per share and a grant date fair value of $1.00 per share, and (ii) an aggregate of 9,793 Warrants with an exercise price of $6.39 per share and a grant date fair value of $1.71 per share.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 6, 2020, the Company also granted an aggregate of 231,543 Warrants with an exercise price of $7.50 per share and a grant date fair value ranging from $1.40 to $2.37 per share to certain former employees in exchange for 231,543 stock options to purchase Common Stock of the Company. The Company did not recognize any incremental compensation as a result of the exchange.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The 289,253 warrants above, were granted to certain individuals for prior service to the Company. The Warrants are fully vested and have a term of five years. The Warrants were granted, and the shares of Common Stock underlying the Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933. The assumptions used in the Black-Scholes Model are set forth in the table below.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The assumptions used in the Black-Scholes Model are set forth in the table below.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%">Stock price</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">7.78</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">6.00</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1.23</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.24</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">46.91</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">45.17</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected life in years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Dividend yield</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.00</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.00</td><td style="text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">During the year ended December 31, 2021, certain warrant holders exercised their right to purchase an aggregate of 139,605 shares of the Company’s Common Stock at an exercise price of $9.75 totaling $1,361,149, all of which was received by the Company as of December 31, 2021. No warrant holders exercised their rights during the year ended December 31, 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of our Warrants activity and related information follows:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="2"><b> </b></td><td><b> </b></td><td><b> </b></td> <td colspan="2"><b> </b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Weighted</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="2"><b> </b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Weighted</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Average</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Number of</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Average</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Remaining</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Shares Under</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Exercise</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Contractual</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Warrant</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Price</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Life</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Balance on December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">1,879,803</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9.16</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">2.2</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Issued</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,565,656</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">7.89</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4.5</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(139,605</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">9.75</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Expired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-129">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-130">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Canceled</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-131">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"><div style="-sec-ix-hidden: hidden-fact-132">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Balance on December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,305,854</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">8.53</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5.2</td><td style="text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Equity Incentive Plan</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In 2018, our stockholders adopted the 2018 Equity Incentive Plan (the “2018 Plan”) pursuant to which 3,333,334 shares of our Common Stock has been reserved for issuance to employees, including officers, directors and consultants. The 2018 Plan shall be administered by the Board, provided however, that the Board may delegate such administration to the compensation committee (the “Committee”). Subject to the provisions of the 2018 Plan, the Board and/or the Committee shall have authority to grant, in its discretion, incentive stock options, or non-statutory options, stock awards or restricted stock purchase offers (“Equity Awards”).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At the 2021 Annual Meeting of Stockholders of the Company held on November 5, 2021, stockholders of the Company approved, among other matters, the Ondas Holdings Inc. 2021 Stock Incentive Plan (the “Plan”). The Compensation Committee of the Board of Directors of the Company adopted the Plan on September 30, 2021, subject to stockholder approval. The purpose of the Plan is to enable the Company to attract, retain, reward, and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum efforts for the growth and success of the Company, so as to strengthen the mutuality of the interests between the eligible individuals and the shareholders of the Company. The Plan provides for the issuance of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. The Plan provides for a reserve of 6,000,000 shares of the Company’s common stock.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Stock Options to Purchase Common Stock</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 5, 2021, the Company issued 211,038 Stock Options to employees of American Robotics in connection with the merger. Of these Stock Options 50,543 were issued as fully vested with no further service obligations and were included in the purchase consideration. The remaining 151,495 vest over a four-year period and are contingent on ongoing employment. They are included in compensation expense.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2021, we had Stock Options outstanding to purchase an aggregate of 856,198 shares of Common Stock with a weighted-average contractual remaining life of approximately 8.76 years, and exercise prices ranging from $1.37 to $12.92 per share, resulting in a weighted average exercise price of $6.72 per share.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2020, we had Stock Options outstanding to purchase an aggregate of 568,006 shares of Common Stock with a weighted-average contractual remaining life of approximately 9.45 years, and exercise prices ranging from $6.39 to $12.72 per share, resulting in a weighted average exercise price of $7.39 per share.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The assumptions used in the Black-Scholes Model are set forth in the table below.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Stock price</td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$7.50-$12.92</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$6.00-$12.72</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.35-0.87%</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.37-1.56%</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">45.53-53.99%</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">42.03-52.67%</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected life in years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3-5.89</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3-10</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Dividend yield</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: center">0.00%</td><td style="width: 1%; text-align: left"/><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: center">0.00%</td><td style="width: 1%; text-align: left"/></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of our Option activity and related information follows:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Number of Shares Under Option</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Weighted Average Exercise Price</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Weighted <br/>Average <br/>Remaining <br/>Contractual <br/>Life</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; width: 64%">Balance on December 31, 2019</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">225,001</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9.75</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">4.7</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Granted</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">596,216</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">7.36</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Expired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(16,876</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Terminated</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,792</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in; padding-bottom: 1.5pt">Canceled</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(231,543</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in">Balance on December 31, 2020</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">568,006</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">7.39</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9.4</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Granted</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">336,038</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">4.91</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(47,846</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Expired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(168,750</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Terminated</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-133">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in; padding-bottom: 1.5pt">Canceled</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-134">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; padding-bottom: 4pt">Balance on December 31, 2021</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">687,448</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: left">$</td><td style="padding-bottom: 4pt; text-align: right">6.79</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt; text-align: right">8.2</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: left">Vested and Exercisable at December 31, 2021</td> <td/> <td style="text-align: left"/> <td style="text-align: right">536,078</td> <td style="text-align: left"/> <td/> <td style="text-align: left">$</td> <td style="text-align: right">7.95</td> <td style="text-align: left"/> <td/> <td style="text-align: left"/> <td style="text-align: right">7.9<br/> </td> <td style="text-align: left"/> </tr> </table><p style="margin-top: 0; margin-bottom: 0"><span style="font-size: 10pt"> </span></p><p style="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">As of December 31, 2021, total unrecognized compensation expense related to non-vested Options was $864,679 which is expected to be recognized over a weighted-average period of 3.9 years.</p><p style="margin-top: 0; margin-bottom: 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Restricted Stock Units</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On November 5, 2021, the Compensation Committee approved the grants of 6,362 RSUs for each of Ondas’ directors (Messrs. Cohen, Reisfield, Silverman, Seidl, Bushey and Sood). Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. These RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 5, 2021, the Company entered into employment agreements and awarded 1,375,000 restricted stock units pursuant to the 2018 Plan to key members of American Robotics’ management. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The restricted stock units vest in three successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment. The compensation expense recognized in 2021 in respect of these restricted stock units was $1,452,385, and as of December 31, 2021 the unrecognized compensation expense was $9,245,115.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On January 25, 2021, the Compensation Committee approved the following grants: (a) for Messrs. Cohen, Reisfield and Silverman (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (b) for Mr. Seidl and Ms. Sood (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (ii) 10,000 restricted stock units pursuant to the 2018 Plan. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The 5,000 restricted stock units granted to each of Messrs. Cohen, Reisfield, Silverman and Seidl and Ms. Sood vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates. The 10,000 restricted stock units granted to Mr. Seidl and Ms. Sood vest in eight successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that such director is a director of the Company on the applicable vesting dates. All restricted stock units granted to these directors shall vest in full immediately upon a change in control. The company recognized stock-based compensation of $445,200 for the year ended December 31, 2021. As of December 31, 2021, the unrecognized compensation expense was $127,200.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 3, 2020, the Company entered into an agreement wherein restricted stock units (“RSU(s)”) for the issuance of 1,000,000 shares of the Company’s Common Stock, with deferred distribution, was granted and issued to Thomas V. Bushey, the Company’s President, pursuant to the 2018 Plan. Stock-based compensation expense for the year ended December 31, 2020 was $3,150,000. Non-vested RSUs as of December 31, 2020 totalled 625,0000 shares. The weighted average grant-date fair value for the RSU is $8.40. The weighted average vesting period of the RSU is 2.0 years. As of December 31, 2020, unrecognized compensation expense related to the unvested portion of the RSU was $5,250,000, which was expected to be recognized over a weighted average period of 1.25 years. On January 19, 2021, Thomas V. Bushey resigned as the Company’s President. Effective January 19, 2021, (i) Mr. Bushey received 500,000 RSUs (375,000 RSUs vested as of December 31, 2020 and 125,000 RSUs on which the Compensation Committee accelerated vesting), which RSUs will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election, and (ii) 500,000 RSUs were cancelled. The company recognized stock-based compensation of $1,050,000 and $3,150,000 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was no unrecognized compensation expense related to these RSU’s.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">During 2018, the Company entered into an agreement wherein RSUs for the issuance of 126,160 shares of the Company’s Common Stock (the “2018 RSUs”), with deferred distribution, was promised to a consultant pursuant to the 2018 Plan (the “RSU Agreement”). On September 21, 2020, the Company executed the RSU Agreement with the consultant. The 2018 RSUs vested upon the issuance of the RSU Agreement, however, the underlying shares of the Company’s Common Stock were not to be issued and delivered to the consultant until December 1, 2021, at the request of the consultant. Shares were issued and delivered to the Consultant in December 2021. Stock-based compensation expense for the years ended December 31, 2021 and 2020 was $0 and $30,357, respectively. The grant-date fair value for the RSU is $0.64 per share. The vesting period of the RSU was 2.0 years. As of December 31, 2021, there was no unrecognized compensation expense related to these RSU’s.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company recognizes RSU expense over the period of vesting or period that services will be provided. Compensation associated with shares of Common Stock issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.</span></p> 116666667 0.0001 40990604 On December 31, 2021, the Company had 10,000,000 shares of preferred stock, par value $0.0001, authorized, of which 5,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”) and 5,000,000 shares are non-designated (“blank check”) shares. As of December 31, 2021 and December 31, 2020, the Company had no preferred stock outstanding.  5000000 0.25 6 0.25 6 P1Y the Company entered into securities purchase agreements (the “2020 Purchase Agreements”) with certain purchasers (the “2020 Investors”), which provided for the sale of an aggregate of $4,435,000 ($4,483,749 after payment of offering expenses) and the exchange for debt of $265,779 of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”) at a purchase price of $2.00 per share (the “Purchase Price”) (the “Offering”). On August 14, 2020 and August 27, 2020, pursuant to the 2020 Purchase Agreements, the Company issued an aggregate of 2,350,390 shares of Series A Preferred to the 2020 Investors (collectively the “2020 Closing”). In connection with the 2020 Closing, Eric Brock, the Company’s Chief Executive Officer purchased 157,500 shares of Series A Preferred. 2350390 979361 195881 0.25 15093 On November 3, 2020, the Board of Directors of the Company approved a one-for-three reverse stock split of the Company’s authorized and outstanding common stock, effective November 13, 2020 (the “Reverse Stock Split”). On November 12, 2020, Company filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split. The Reverse Stock Split became effective at 5:31 p.m. Eastern Time, on November 13, 2020. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would result from the Reverse Stock Split will be rounded up to the nearest whole share. Following the Reverse Stock Split, the Company has 116,666,667 shares of Common Stock authorized. 116666667 a shelf Registration Statement on Form S-3 for up to $150,000,000 with the SEC (the “Form S-3”) for shares of its Common Stock; shares of its preferred stock, which the Company may issue in one or more series or classes; debt securities, which the company may issue in one or more series; warrants to purchase its Common Stock, preferred stock or debt securities; and units. The Form S-3 was declared effective by the SEC on February 5, 2021. the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Oppenheimer & Co. Inc., acting as the representative for the underwriters identified therein (the “Underwriters”), relating to the Company’s public offering (the “2021 Public Offering”) of 6,400,000 shares (the “2021 Firm Shares”) of the Company’s Common Stock. Pursuant to the 2021 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 960,000 shares of Common Stock (the “2021 Option Shares,” and together with the 2021 Firm Shares, the “2021 Shares”) to cover over-allotments.The Underwriters agreed to purchase the 2021 Firm Shares from the Company with the option to purchase the 2021 Option Shares at a price of $6.51 per share. The 2021 Shares were offered, issued, and sold pursuant to the Form S-3 and accompanying prospectus filed with the SEC under the Securities Act. On June 11, 2021, pursuant to the 2021 Public Offering, the Company issued 7,360,000 shares of Common Stock (2021 Firm Shares and 2021 Option Shares) at a public price of $7.00 for net proceeds to the Company of $47,523,569 after deducting the underwriting discount and offering fees and expenses payable by the Company.  <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify">Gross Proceeds:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify; padding-left: 9pt">Initial Closing</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">44,800,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Over-allotment Closing</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,720,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">51,520,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Offering Costs:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 9pt">Underwriting discounts and commissions</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,806,400</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Other offering costs</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(190,031</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Net Proceeds</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">47,523,569</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify">Gross Proceeds:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 88%; text-align: justify">Initial Closing</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">30,000,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: justify; padding-bottom: 1.5pt">Over-allotment Closing</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,500,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">34,500,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Offering Costs:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: justify">Underwriting discounts and commissions</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,415,000</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: justify; padding-bottom: 1.5pt">Other offering costs</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(831,003</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Net Proceeds</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">31,253,997</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 44800000 6720000 51520000 -3806400 -190031 47523569 the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Underwriters, relating to the Company’s public offering (the ”2020 Public Offering”) of 5,000,000 shares (the “2020 Firm Shares”) of the Company’s Common Stock, par value $0.0001 per share. Pursuant to the 2020 Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of Common Stock (the “2020 Option Shares,” and together with the 2020 Firm Shares, the “2020 Shares”) to cover over-allotments. 5000000 6 26762000 750000 4200000 30000000 4500000 34500000 -2415000 -831003 31253997 120000 3305854 P5Y2M26D 0.03 9.75 8.53 1565656 7.89 1879803 P2Y2M12D 0.03 9.75 9.16 On May 6, 2020, the Company’s Board granted (i) an aggregate of 47,917 Warrants with an exercise price of $7.50 per share and a grant date fair value of $1.00 per share, and (ii) an aggregate of 9,793 Warrants with an exercise price of $6.39 per share and a grant date fair value of $1.71 per share.  231543 7.5 1.4 2.37 231543 289253 P5Y <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%">Stock price</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">7.78</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">6.00</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1.23</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.24</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">46.91</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">45.17</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected life in years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Dividend yield</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.00</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.00</td><td style="text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2021</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>2020</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Stock price</td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$7.50-$12.92</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$6.00-$12.72</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.35-0.87%</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.37-1.56%</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">45.53-53.99%</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">42.03-52.67%</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected life in years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3-5.89</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3-10</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Dividend yield</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: center">0.00%</td><td style="width: 1%; text-align: left"/><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: center">0.00%</td><td style="width: 1%; text-align: left"/></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 7.78 6 0.0123 0.0024 0.4691 0.4517 P10Y P3Y 0 0 139605 9.75 1361149 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="2"><b> </b></td><td><b> </b></td><td><b> </b></td> <td colspan="2"><b> </b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Weighted</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="2"><b> </b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Weighted</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Average</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Number of</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Average</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Remaining</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Shares Under</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Exercise</b></td><td><b> </b></td><td><b> </b></td> <td colspan="2" style="text-align: center"><b>Contractual</b></td><td><b> </b></td></tr> <tr style="vertical-align: bottom"> <td><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Warrant</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Price</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Life</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Balance on December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">1,879,803</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9.16</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">2.2</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Issued</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,565,656</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">7.89</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4.5</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(139,605</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">9.75</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Expired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-129">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-130">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Canceled</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-131">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"><div style="-sec-ix-hidden: hidden-fact-132">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Balance on December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,305,854</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">8.53</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5.2</td><td style="text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 1879803 9.16 P2Y2M12D 1565656 7.89 P4Y6M 139605 9.75 3305854 8.53 P5Y2M12D 3333334 6000000 On August 5, 2021, the Company issued 211,038 Stock Options to employees of American Robotics in connection with the merger. Of these Stock Options 50,543 were issued as fully vested with no further service obligations and were included in the purchase consideration. The remaining 151,495 vest over a four-year period and are contingent on ongoing employment. They are included in compensation expense.  As of December 31, 2021, we had Stock Options outstanding to purchase an aggregate of 856,198 shares of Common Stock with a weighted-average contractual remaining life of approximately 8.76 years, and exercise prices ranging from $1.37 to $12.92 per share, resulting in a weighted average exercise price of $6.72 per share.  As of December 31, 2020, we had Stock Options outstanding to purchase an aggregate of 568,006 shares of Common Stock with a weighted-average contractual remaining life of approximately 9.45 years, and exercise prices ranging from $6.39 to $12.72 per share, resulting in a weighted average exercise price of $7.39 per share.  7.5 12.92 6 12.72 0.0035 0.0087 0.0037 0.0156 0.4553 0.5399 0.4203 0.5267 P3Y P5Y10M20D P3Y P10Y 0 0 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-indent: -0.125in; padding-left: 0.125in"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Number of Shares Under Option</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Weighted Average Exercise Price</b></td><td style="padding-bottom: 1.5pt"><b> </b></td><td style="padding-bottom: 1.5pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><b>Weighted <br/>Average <br/>Remaining <br/>Contractual <br/>Life</b></td><td style="padding-bottom: 1.5pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; width: 64%">Balance on December 31, 2019</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">225,001</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">9.75</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">4.7</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Granted</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">596,216</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">7.36</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Expired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(16,876</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Terminated</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,792</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in; padding-bottom: 1.5pt">Canceled</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(231,543</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in">Balance on December 31, 2020</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">568,006</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">7.39</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9.4</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Granted</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">336,038</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">4.91</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(47,846</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in">Expired</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(168,750</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.25in">Terminated</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-133">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.25in; padding-bottom: 1.5pt">Canceled</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-134">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -0.125in; padding-left: 0.125in; padding-bottom: 4pt">Balance on December 31, 2021</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">687,448</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: left">$</td><td style="padding-bottom: 4pt; text-align: right">6.79</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt; text-align: right">8.2</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -0.125in; padding-left: 0.125in; text-align: left">Vested and Exercisable at December 31, 2021</td> <td/> <td style="text-align: left"/> <td style="text-align: right">536,078</td> <td style="text-align: left"/> <td/> <td style="text-align: left">$</td> <td style="text-align: right">7.95</td> <td style="text-align: left"/> <td/> <td style="text-align: left"/> <td style="text-align: right">7.9<br/> </td> <td style="text-align: left"/> </tr> </table><p style="margin-top: 0; margin-bottom: 0"><span style="font-size: 10pt"> </span></p> 225001 9.75 P4Y8M12D 596216 7.36 -16876 -4792 -231543 568006 7.39 P9Y4M24D 336038 4.91 -47846 -168750 687448 6.79 P8Y2M12D 536078 7.95 P7Y10M24D 864679 P3Y10M24D 6362 the Company entered into employment agreements and awarded 1,375,000 restricted stock units pursuant to the 2018 Plan to key members of American Robotics’ management. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company. The restricted stock units vest in three successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment. The compensation expense recognized in 2021 in respect of these restricted stock units was $1,452,385, and as of December 31, 2021 the unrecognized compensation expense was $9,245,115.On January 25, 2021, the Compensation Committee approved the following grants: (a) for Messrs. Cohen, Reisfield and Silverman (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (b) for Mr. Seidl and Ms. Sood (i) 5,000 restricted stock units pursuant to the 2018 Plan, and (ii) 10,000 restricted stock units pursuant to the 2018 Plan. 127200 1000000 3150000 Non-vested RSUs as of December 31, 2020 totalled 625,0000 shares. 8.4 P2Y 5250000 P1Y3M Effective January 19, 2021, (i) Mr. Bushey received 500,000 RSUs (375,000 RSUs vested as of December 31, 2020 and 125,000 RSUs on which the Compensation Committee accelerated vesting), which RSUs will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election, and (ii) 500,000 RSUs were cancelled. 1050000 3150000 126160 0 30357 0.64 P2Y <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 12 – SEGMENT INFORMATION</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 5pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company determined it has two reportable segments: Ondas Networks and American Robotics as the CODM reviews financial information for these two businesses separately The Company has no inter-segment sales.  Our segment structure presented below represents a change from the prior year for the inclusion of our American Robotics segment, which the Company acquired on August 5, 2021. The following table presents segment information for years ended December 31, 2021 and 2020: </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 5pt"> </span></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="10" style="text-align: center"><span style="font-size: 10pt"><b>Year Ended</b></span></td> <td> </td> <td> </td> <td colspan="10" style="text-align: center"><span style="font-size: 10pt"><b>Year Ended</b></span></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>December 31, 2021</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>December 31, 2020</b></span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Ondas<br/> Networks</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>American<br/> Robotics</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Total</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Ondas<br/> Networks</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>American<br/> Robotics</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Total</b></span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 28%; padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Revenue, net</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,840,154</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">66,617</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,906,771</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,163,719</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-135"><span style="font-size: 10pt">       -</span></div></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,163,719</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Depreciation and amortization</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">126,728</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,385,866</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,512,594</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">117,599</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-136"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">117,599</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Interest income</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">10,399</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,179</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">11,578</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">251</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-137"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">251</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Interest expense</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">574,889</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">796</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">575,685</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,936,847</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-138"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,936,847</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Stock based compensation</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,642,507</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,611,083</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3,253,590</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,676,362</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-139"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,676,362</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Benefit from income taxes </span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,921,982</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,921,982</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Net loss</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(7,888,588</span></td> <td><span style="font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(7,135,254</span></td> <td><span style="font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(15,023,842</span></td> <td><span style="font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(13,477,880</span></td> <td><span style="font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-140"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(13,477,880</span></td> <td><span style="font-size: 10pt">)</span></td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Goodwill</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">45,026,583</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">45,026,583</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Capital expenditures</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">123,854</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">799,864</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">923,718</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">8,598</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-141"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">8,598</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Total assets</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">45,226,925</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">72,211,650</p></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">117,438,575</p></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">28,511,769</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-142"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">28,511,769</span></td> <td> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="10" style="text-align: center"><span style="font-size: 10pt"><b>Year Ended</b></span></td> <td> </td> <td> </td> <td colspan="10" style="text-align: center"><span style="font-size: 10pt"><b>Year Ended</b></span></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>December 31, 2021</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>December 31, 2020</b></span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Ondas<br/> Networks</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>American<br/> Robotics</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Total</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Ondas<br/> Networks</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>American<br/> Robotics</b></span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Total</b></span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 28%; padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Revenue, net</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,840,154</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">66,617</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,906,771</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,163,719</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-135"><span style="font-size: 10pt">       -</span></div></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,163,719</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Depreciation and amortization</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">126,728</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,385,866</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,512,594</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">117,599</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-136"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">117,599</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Interest income</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">10,399</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,179</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">11,578</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">251</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-137"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">251</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Interest expense</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">574,889</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">796</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">575,685</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,936,847</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-138"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,936,847</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Stock based compensation</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,642,507</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,611,083</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3,253,590</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,676,362</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-139"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,676,362</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Benefit from income taxes </span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,921,982</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,921,982</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Net loss</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(7,888,588</span></td> <td><span style="font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(7,135,254</span></td> <td><span style="font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(15,023,842</span></td> <td><span style="font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(13,477,880</span></td> <td><span style="font-size: 10pt">)</span></td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-140"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">(13,477,880</span></td> <td><span style="font-size: 10pt">)</span></td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Goodwill</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">45,026,583</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">45,026,583</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">-</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Capital expenditures</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">123,854</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">799,864</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">923,718</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">8,598</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-141"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">8,598</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 9pt; text-indent: -9pt"><span style="font-size: 10pt">Total assets</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">45,226,925</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">72,211,650</p></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">117,438,575</p></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">28,511,769</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-142"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">28,511,769</span></td> <td> </td></tr> </table> 2840154 66617 2906771 2163719 2163719 126728 1385866 1512594 117599 117599 10399 1179 11578 251 251 574889 796 575685 1936847 1936847 1642507 1611083 3253590 4676362 4676362 2921982 2921982 -7888588 -7135254 -15023842 -13477880 -13477880 45026583 45026583 123854 799864 923718 8598 8598 45226925 72211650 117438575 28511769 28511769 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 13 – INCOME TAXES</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 5pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The provision (benefit) from income taxes was as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 7pt"> </span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"><td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="6" style="text-align: center; border-bottom: Black 1.5pt solid">December 31,</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td>Current</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">U.S. Federal</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-143">—</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-144">—</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 1.5pt">State and local</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-145">—</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-146">—</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-147">—</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-148">—</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Deferred</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 76%; text-align: left">U.S. Federal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(2,360,923</p></td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-149">—</div></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 1.5pt">State and local</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(561,059</p></td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-150">—</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(2,921,982</p></td><td style="padding-bottom: 4pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-151">—</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">U.S. Federal</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(2,360,923</p></td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-152">—</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 1.5pt">State and local</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(561,059</p></td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-153">—</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(2,921,982</p></td><td style="padding-bottom: 4pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-154">—</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 5pt"> </span></p><p style="text-indent: 0.5in; text-align: justify; font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 7pt"> </span></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Deferred Tax Assets:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Tax benefit of net operating loss carry-forward</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">17,577,952</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">14,064,563</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">69,525</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">327,749</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Stock based compensation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,630,004</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,252,855</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Deferred Rent</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">159,558</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15,778</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">R&amp;D Credit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,046,841</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,054,989</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Total deferred tax assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">20,483,880</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">16,715,934</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-size: 5pt"> </span></td><td><span style="font-size: 5pt"> </span></td> <td style="text-align: left"><span style="font-size: 5pt"> </span></td><td style="text-align: right"><span style="font-size: 5pt"> </span></td><td style="text-align: left"><span style="font-size: 5pt"> </span></td><td><span style="font-size: 5pt"> </span></td> <td style="text-align: left"><span style="font-size: 5pt"> </span></td><td style="text-align: right"><span style="font-size: 5pt"> </span></td><td style="text-align: left"><span style="font-size: 5pt"> </span></td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Deferred Tax Liabilities:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Depreciation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(12,706</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(36,897</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td>Amortization</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,331</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(9,670</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Intangibles</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,743,441</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-155">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Deferred Rent</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(193,482</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(14,344</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Total deferred tax liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(5,954,960</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(60,911</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total net deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,528,920</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,655,023</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Valuation allowance for deferred tax assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(14,528,920</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(16,655,023</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt">Deferred tax assets, net of valuation allowance</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-156">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-157">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"/><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The change in the Company’s valuation allowance is as follows:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Years Ended <br/> December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Beginning of the year</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">16,655,023</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">13,102,327</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Change in valuation account</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(2,126,103</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,552,696</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">End of the year</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">14,528,920</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">16,655,023</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt; font-weight: bold"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Years Ended <br/> December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">U.S. federal statutory rate</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(21.0</td><td style="width: 1%; text-align: left">)%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(21.0</td><td style="width: 1%; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Federal True Ups</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.5</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1.8</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">State taxes, net of federal benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14.01</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6.2</td><td style="text-align: left">)%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-158">(11,85</div></td><td style="text-align: left">)%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">26.4</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Nondeductible Expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2.01</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.5</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">R&amp;D Credit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">0.05</td><td style="padding-bottom: 1.5pt; text-align: left">%</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1.5</td><td style="padding-bottom: 1.5pt; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Effective income tax rate</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">(16.28</td><td style="padding-bottom: 4pt; text-align: left">)%</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.0</td><td style="padding-bottom: 4pt; text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif">In assessing the realization of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. The December 31, 2021 change in valuation allowance is mainly related to the acquisition of ARI.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As of December 31, 2021 and 2020, the Company had approximately $79 million and $51 million, respectively, of Federal NOLs available to offset future taxable income. The acquisition of ARI resulted in the addition of Federal NOLs of $15 million. The Federal NOLs of $15 million generated in 2007 through 2017 will begin to expire in 2027 through 2037. The Federal NOLs of $64 million generated in 2018 through 2021 have no expiration. As of December 31, 2021 and 2020, the Company had approximately $70 million and $49 million, respectively, of State NOLs available to offset future taxable income expiring from 2028 through 2041. The acquisition of ARI resulted in the addition of Massachusetts NOLs of $15 million. As of December 31, 2021 and 2020, the Company had approximately $1,047,000 and $1,055,000, respectively of Federal research and development credits available to offset future tax liability expiring from 2034 through 2040. The Company’s Federal income tax returns for the 2019 to 2021 tax years remain open to examination by the IRS. Upon utilization of Federal NOLs in the future, the IRS may examine records from the year the loss occurred, even if outside the three-year statute of limitations. The Company’s State tax returns also remain open to examination.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s Federal Carryforwards could be limited in the event of a change in ownership. As of December 31, 2021, the Company completed an analysis and determined that there were multiple ownership changes. Provided sufficient taxable income is generated the annual base limitation plus increased limitation calculated pursuant to IRS Notice 2003-65 will allow the Company to utilize all existing losses within the carryover periods.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As of December 31, 2021, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year.<span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On March 27, 2020, H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act, “the CARES ACT” was signed into legislation which includes tax provisions relevant to businesses that will impact taxes related to 2018, 2019, and 2020. Some of the significant tax law changes are to increase the limitation on deductible business interest expense for 2019 and 2020, allow for the five-year carryback of net operating losses for 2018-2020, suspend the 80% limitation of taxable income for net operating loss carryforwards for 2018-2020, provide for the acceleration of depreciation expense from 2018 and forward on qualified improvement property, and accelerate the ability to claim refunds of AMT credit carryforwards. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted.</p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"><td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="6" style="text-align: center; border-bottom: Black 1.5pt solid">December 31,</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom"> <td>Current</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">U.S. Federal</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-143">—</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-144">—</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 1.5pt">State and local</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-145">—</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-146">—</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-147">—</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-148">—</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Deferred</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 76%; text-align: left">U.S. Federal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(2,360,923</p></td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><div style="-sec-ix-hidden: hidden-fact-149">—</div></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 1.5pt">State and local</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(561,059</p></td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-150">—</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(2,921,982</p></td><td style="padding-bottom: 4pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-151">—</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">U.S. Federal</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(2,360,923</p></td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-152">—</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 1.5pt">State and local</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(561,059</p></td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-153">—</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><p style="margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">(2,921,982</p></td><td style="padding-bottom: 4pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-154">—</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 5pt"> </span></p> -2360923 -561059 -2921982 -2360923 -561059 -2921982 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Deferred Tax Assets:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Tax benefit of net operating loss carry-forward</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">17,577,952</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">14,064,563</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Accrued liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">69,525</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">327,749</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Stock based compensation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,630,004</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,252,855</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Deferred Rent</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">159,558</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15,778</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">R&amp;D Credit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,046,841</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,054,989</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Total deferred tax assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">20,483,880</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">16,715,934</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-size: 5pt"> </span></td><td><span style="font-size: 5pt"> </span></td> <td style="text-align: left"><span style="font-size: 5pt"> </span></td><td style="text-align: right"><span style="font-size: 5pt"> </span></td><td style="text-align: left"><span style="font-size: 5pt"> </span></td><td><span style="font-size: 5pt"> </span></td> <td style="text-align: left"><span style="font-size: 5pt"> </span></td><td style="text-align: right"><span style="font-size: 5pt"> </span></td><td style="text-align: left"><span style="font-size: 5pt"> </span></td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Deferred Tax Liabilities:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Depreciation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(12,706</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(36,897</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td>Amortization</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,331</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(9,670</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Intangibles</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,743,441</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-155">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Deferred Rent</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(193,482</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(14,344</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Total deferred tax liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(5,954,960</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(60,911</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total net deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,528,920</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,655,023</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Valuation allowance for deferred tax assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(14,528,920</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(16,655,023</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 4pt">Deferred tax assets, net of valuation allowance</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-156">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-157">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"/> 17577952 14064563 69525 327749 1630004 1252855 159558 15778 1046841 1054989 20483880 16715934 -12706 -36897 -5331 -9670 5743441 193482 14344 5954960 60911 14528920 16655023 14528920 16655023 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Years Ended <br/> December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Beginning of the year</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">16,655,023</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">13,102,327</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Change in valuation account</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(2,126,103</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,552,696</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">End of the year</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">14,528,920</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">16,655,023</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif"> </span></p> 16655023 13102327 -2126103 3552696 14528920 16655023 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt; font-weight: bold"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Years Ended <br/> December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">U.S. federal statutory rate</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(21.0</td><td style="width: 1%; text-align: left">)%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(21.0</td><td style="width: 1%; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Federal True Ups</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.5</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1.8</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">State taxes, net of federal benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14.01</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6.2</td><td style="text-align: left">)%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-158">(11,85</div></td><td style="text-align: left">)%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">26.4</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Nondeductible Expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2.01</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.5</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">R&amp;D Credit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">0.05</td><td style="padding-bottom: 1.5pt; text-align: left">%</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1.5</td><td style="padding-bottom: 1.5pt; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Effective income tax rate</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">(16.28</td><td style="padding-bottom: 4pt; text-align: left">)%</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.0</td><td style="padding-bottom: 4pt; text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 0.21 0.21 0.005 0.018 0.1401 -0.062 0.264 0.0201 0.005 0.0005 -0.015 -0.1628 0 79000000 51000000 The acquisition of ARI resulted in the addition of Federal NOLs of $15 million. The Federal NOLs of $15 million generated in 2007 through 2017 will begin to expire in 2027 through 2037. The Federal NOLs of $64 million generated in 2018 through 2021 have no expiration. 70000000 49000000 15000000 1047000 1055000 0.50 0.80 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 14 – COMMITMENTS AND CONTINGENCIES</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Legal Proceedings</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of December 31, 2021.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 23, 2021, Robert Wilhelm (“Wilhelm Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Company and its Board of Directors: Eric A. Brock, Stewart W. Kantor, Thomas V. Bushey, Richard M. Cohen, Derek Reisfield, Randall P. Seidl, Richard H. Silverman, and Jaspreet Sood (together with the Company, the “Defendants”). Wilhelm Plaintiff alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with a then proposed transaction whereby Ondas will acquire American Robotics (the “Proposed Transaction”).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Complaint seeks preliminary and permanent relief, including injunctive relief, to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until additional disclosures are made to the Company’s shareholders. Wilhelm Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. The case was dismissed as of October 8, 2021.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Also, on July 23, 2021, Sam Carlisle (“Carlisle Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Defendants. Carlisle Plaintiff alleges violations of Sections 14(a) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with the Proposed Transaction.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Complaint seeks preliminary and permanent relief, including injunctive relief, to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until Defendants disclose and disseminate additional disclosures to Company shareholders. Carlisle Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. This case was dismissed on October 8, 2021.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 27, 2021, Binyamin Ostrov (“Ostrov Plaintiff”), filed a Complaint for Violations of the Federal Securities Laws against the Defendants. Ostrov Plaintiff alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with the Proposed Transaction.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Complaint seeks preliminary and permanent relief to enjoin Defendants, and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until Defendants disclose and disseminate additional disclosures to Company shareholders. Ostrov Plaintiff also seeks rescission and rescissory damages if the Proposed Transaction closes, attorneys’ fees, and costs, as well as a declaration that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Defendants were never served with the Complaint. The shareholder vote on the Proposed Transaction took place on August 5, 2021, and the Proposed Transaction was approved by the Company’s shareholders. The Proposed Transaction closed on the same date. This case was dismissed on December 14, 2021.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Operating Leases</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 30, 2018, Ondas Networks entered into a Sublease with Texas Instruments Sunnyvale Incorporated, regarding the sublease of approximately 21,982 square feet of rentable space at 165 Gibraltar Court, Sunnyvale, CA 94089 (the “Gibraltar Sublease”), constituting the entire first floor of the premises (except the lobby and two stairwells), as defined under that certain Lease dated April 12, 2004, as amended by the First Lease Amendment dated March 15, 2005, a Second Amendment to Lease dated November 30, 2005, and a Third Amendment to Lease dated November 30, 2010 between Gibraltar Sunnyvale Holdings LLC and Texas Instruments Sunnyvale Incorporated. The Sublease began on November 1, 2018 and ended on February 28, 2021 at a base monthly rent of $28,577. A security deposit of $28,577 was paid upon execution of the Sublease and refunded during the year ended December 31, 2021. Rent expense for the years ended December 31, 2021 and 2020 was $80,627 and $312,301, respectively.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The lease for our offices and facilities for Ondas Networks at 165 Gibraltar Court, Sunnyvale, CA expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms. On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with Google LLC, the owner and landlord, wherein the base rate is $45,000 per month and including a security deposit in the amount of $90,000.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 5, 2021, the Company acquired American Robotics and their Lease (American Robotics Lease), wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022.</span></p> 21982 The Sublease began on November 1, 2018 and ended on February 28, 2021 at a base monthly rent of $28,577. 28577 28577 80627 312301 The lease for our offices and facilities for Ondas Networks at 165 Gibraltar Court, Sunnyvale, CA expired on February 28, 2021 and was verbally extended to March 31, 2021 under the same terms. On January 22, 2021, we entered into a 24-month lease (effective April 1, 2021) with Google LLC, the owner and landlord, wherein the base rate is $45,000 per month and including a security deposit in the amount of $90,000.  On August 5, 2021, the Company acquired American Robotics and their Lease (American Robotics Lease), wherein the base rate is $15,469 per month, with an annual increase of 3% through January 2024, with a security deposit of $24,166. On August 19, 2021, American Robotics amended their lease to reduce their space. The amendment reduced their annual base rent to $8,802 per month, with an annual increase of 3% through January 2024.  On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. Lease is scheduled to commence on March 1, 2022 and terminate on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit due in the amount of $104,040. In conjunction with this new lease, American Robotics is leasing a short-term temporary space at $8,500 per month, until their primary space is available, which is targeted for May 1, 2022. <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 15 – RELATED PARTY TRANSACTIONS</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On August 14, 2020, Eric Brock, the Company’s Chief Executive Officer, entered into a Securities Purchase Agreement with other subscribers in which he purchased 52,500 shares of Series A Preferred Convertible Preferred Stock (“Series A Preferred”) at a purchase price of $6.00 per share. On December 8, 2020, along with all other holders of Series A Preferred Mr. Brock converted his 52,500 shares of Series A Preferred into 66,676 shares of Common Stock of the Company, which includes an aggregate of 13,084 shares of Common Stock in connection with a 25% premium and an aggregate of 842 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On March 14, 2020, Mr. Brock waived accrued payroll amounts in the amount of $141,667. Between January 1 and December 15, 2020 we accrued $131,494 for salary owed during 2020 to Mr. Brock. On January 29, 2021, Mr. Brock was paid $64,344 of the accrued amount and the remaining $67,150 was paid on April 15, 2021.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On March 14, 2020, Stewart Kantor, President of Ondas Networks, waived accrued payroll amounts in the amount of $8,334. As of December 31, 2020, Ondas Networks accrued an additional $2,850 for salary owed during 2020 to Mr. Kantor, which was paid on April 15, 2021.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Between June 2 and December 31, 2020, we accrued $115,385 for salary owed to Thomas V. Bushey, then President of the Company. On January 19, 2021, Mr. Bushey waived the accrued payroll amounts in the amount of $115,385. Pursuant to the terms of a Separation Agreement and General Release (the “Separation Agreement”) dated January 19, 2021 (the “Effective Date”), between Mr. Bushey and the Company, Mr. Bushey agreed to waive his entitlement to accrued salary in the amount of $125,256 and accrued vacation in the amount of $9,846 as of the Effective Date. At the time of Mr. Bushey’s resignation as President in January 2021, Mr. Bushey had the right to receive 500,000 RSU Shares (375,000 vested as of December 31, 2020 and 125,000 of which the Compensation Committee accelerated vesting), which will be issued on June 3, 2022 pursuant to Mr. Bushey’s deferral election. The remaining 500,000 RSU Shares were canceled. As part of the Separation Agreement, Mr. Bushey and the Company entered into a Consulting Agreement dated January 19, 2021 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Bushey provided services to the Company at the direction of the Company’s Chief Executive Officer. The Consulting Agreement terminated on July 19, 2021. Mr. Bushey was paid $7,500 per month for these services.</p> the Company’s Chief Executive Officer, entered into a Securities Purchase Agreement with other subscribers in which he purchased 52,500 shares of Series A Preferred Convertible Preferred Stock (“Series A Preferred”) at a purchase price of $6.00 per share. On December 8, 2020, along with all other holders of Series A Preferred Mr. Brock converted his 52,500 shares of Series A Preferred into 66,676 shares of Common Stock of the Company, which includes an aggregate of 13,084 shares of Common Stock in connection with a 25% premium and an aggregate of 842 shares of Common Stock in lieu of declaring a dividend on shares of Series A Convertible Preferred Stock. 141667 131494 64344 67150 8334 2850 115385 115385 125256 9846 500000 375000 125000 500000 7500 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 16 – SUBSEQUENT EVENTS</span></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Management has evaluated subsequent events as of March 22, 2022, the date the consolidated financial statements were available to be issued according to the requirements of ASC topic 855.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On March 20, 2022, the Company entered into a Purchase Agreement to acquire the assets of Ardenna, Inc., a leading provider of image processing and machine learning software solutions for rail infrastructure monitoring and inspections. The consideration for the acquisition is $900,000 in cash and 780,000 shares of the Company’s common stock (the “Ardenna Consideration Shares”). This acquisition is subject to customary closing conditions and is expected to close in the second quarter of 2022. In connection with the acquisition, the parties have entered into a Registration Rights and Lock-Up Agreement, which requires the Company to file a resale registration statement covering the resale of the Ardenna Consideration Shares no later than nintey (90) days after the closing date and restricts the holder from transferring the Ardenna Consideration Shares for 180 days from the closing date, subject to certain exceptions.</p> 900000 780000 -11.85 false FY 0001646188 Represents short-term leases which are immaterial. EXCEL 84 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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

(G2P#K8-9IW0PRMRA%>HSU! MB387D"1B\F^T/;F":Q0=ZG>Q)>(=O8W!S3T?P:'D[#0*+O"QW^]_PE"J].#A MCGXK\IIL _4UXB U(E[7:0\& \R&O2HS>#7O:B(-.4&LB$L_/GV"XC_()/27 M%0M7.GZ30+90"[^P../D@W-N]I\8;)4S/-S5#W3DRVNP8>F:GWSM52,T&R[' MPW\PIBI%>(U2Q#35L#?+WW6;30H[;(^M<+@BOAOVJM3@X3Y^*-DFD4S(=&PE MP17Z PRD,GT/=^@#R,G!PL,70O$4ELJ:+*)@0V[8,VRF;[A,&!0,\_,A]LK2 MKWS?KWGU4T":)6HRO/5E*BZQ%+"=4%R?D=EW&U/GZ&V^V7CD7T44"4RILW^Q M7UXMO[P,\^\-G>KV_6>;.V;V+8K$? 6ASOD%K$VY_Q*R/]%BFW\;>!):BR0_ MW' 6G)RU-Z[,"='>F-+5WQA$SN;WQ2 MUROK;LQ.CM;%M9Q+^V5]8>!JMO.R5)6L&Z5K9.35\>24O#ECP@UH+?Y4\K;9 M^XY<*)=:?W47[Y?'$^P0R5(NK'-1P,>-/)-EZ3P!CK\[IY/=,]W _>_WWG]I M@X=@+HM&GNGR+[6TJ^-)-D%+>55L2OM)W_XFNX"X\[?09=/^CVX[6SQ!BTUC M==4-!@25JK>?Q;Z;G2IEH652_2N*(MZ(=' MOOCI:&;A46[ ;-&Y?;=U2T?.'X\/A,PAP%R7=14E; M?VS$W^E\_O/G><01VSEBK:-D+%U%LPIE8SM*M*-\ !8L@.61(&=+A9Z4\.D&;F0ZJ:X+.44U=*&P&X]\3T,A!)&51H._K&UE;;>Y&X7$?'DDSE@SAA>PX)7@$H-@!%%& '^U* M&B@]8P G*IH&2B$$4_B/3Y)<$#R Z=L)FF.&PRC3') MX(*FPX7I&](TRW).1A9FM@.:18%>&* <8^]042^1_'NCUD "=G3R,S^K&)9F MG@_@!NP$PUD2!IOOP.91L+]JO;Q591E"EON9Y)@*G@TS&7V$H^4WS;I8R.,) M\&XCS8V%)0#6(A]!V=,;$5$M=-9Q MQ@=57*I2626;-[$"Z!F)Q"EI)T'6Q9W3'\$4!&@F(01G7@("ADQ L8S0$>GY MB,0):5@%99^'(&*?:3C'W%_] 3M!1#8"MVBL!G+D*2/,?I, 3?D&8,9,!(LZ<],]$X,\TE8(4@UD97JFE _:%:VZU" M=0UH*2\M6JJF74#NQ@OT3L,N!?Q,R@K G-AHGMOL>I&H0;"#2@B!]QDHP M[,>&&'TS)A@=837:LQI]8-$FD7MU%43Q=7M*>7>EC M-GSE3C4_M+!]_N09B,VAO@_8Y0G-TK$R[&F6QFFVP_L R@!I4LQ!$PUA!O9[ M#'""?!H!VA,LC1/LF:XJU>X[MMQZIFNWCF2] -#HI:M.1)+@&5C<\U-ZX3/O M&5G/S"S.S!?FGI4:JQ=?T2MH1 ;=%.5& @F_AB9#WB(^A4_WAYI589P&V=B5 M-NH?&%98="X7LKH$07)_X-?F<7@7'Y+XM#6J=2T1* +77;1!>F,;V,,N71U_ MK^/@\=QSJ8-G<'0X4;UZ8''U,)BH*9I+XQ;HZ?]URO[[1KZ;LF<^$6"]EF)Q M+>4ZBZYCA46(F KA_E)_GMZB!$]!ID\%3MHL4C'E< OV@/?Y;_<"_00<9O49 MY\*7:@GVCN0"5A341[@_L[T3][B>.UTNE7OC VRR+I03(6A1K!6P2Q!J0*?E ME$/P="A% J899B#HLA&ISWI)QQX\C=]4F[)]J;*45VJA@JJ#^8+M589IRIAW M#AN@L@U+F-HQ# MZ %3CC/&\Y'="NM5'XNK/D]DM"O\B9$([Y7,V*E,P'3D5&:V]T;.O0[]O3#7 MJFY G%[!4/PZA6R8[1O&[875Z_8EW:6V5E?MUY4L( )G +]?:= AW85[[[=[ MSWOR+U!+ P04 " F.'94JWOUJ%4# P#@ & 'AL+W=O#9WLAGU4,H-&O-.%J[L5:9W>^ MK\(84JIN1 ;<7-D(F5)M#N765YD$&KFD-/$#C,=^2AGW%C-W;B47,Y'KA'%8 M2:3R-*7R]STD8C_WB/?OQ"/;QMJ>\!>SC&YA#?I;MI+FR*]4(I8"5TQP)&$S M]SZ2NR49V007\9W!7M7VD45Y$N+9'GR)YAZVCB"!4%L):KYVL(0DL4K&Q\]2 MU*MJVL3Z_C_U3P[>P#Q1!4N1_&"1CN?>K8/%-_U5_A"U!#(\DA"4"4'?A$&9,'"@A3.']4 U7+ 57(F$1U1"A>YI0'@):6SF%KE94 M MO=^YFM3VRKX85GGOJ@3'*GS .$-&I!K%." M*0O M^Z?C9KIOB"OLH,(.G-[PB-X:PEP:XDR*E"DEY&_$A89KQ$WGB(VY$9XTBI@* M1UQJZ6[9O=PGCE>1Y 3PBIPAH4@XIB<))B96YY MD);#W"?A\S7*J$0[FN10MXPR,'T;F_^RU7Q18E(W?X,Q)B\(.L,:!,.*8'@> M@?.I$,UU+"3[ U&;Y4)S5/,RPFY[X;D[KF%Z5)D>763:W$AYN^&3>O9)?:G769UA#?>WE?O;WNY[MM7MJW8A9.RVR0O+?2(;KJ>5 MZ^GYKH_WU?25CR&>3O$8#U\8?AT8C$=#/!E/V_T2?)B?^'S''8U12O;PW1+9 M8;PV^$G'")3,6/V(#MV]MA G.H<-Y:YF?*OA_ 9"!;E? M>YVW:ZFO5&X95RB!C5'&-Q-32!;+D^) B\R]X3\);=8+;CV$5#M4A<_ 502P,$% @ )CAV5''/OU8/!0 MQ$ !@ !X;"]W M;W)KD[>S?=RC+DB-1[/;%NGAF>&8X/#.CFX.0KVH#H,E; M653J=K+1>GL]G:KE!DJNKL06*OQG)63)-3[*]51M)?"L5BJ+*?.\:%KRO)K, M;NIW3W)V(W:ZR"MXDD3MRI++[_=0B,/MA$Y.+Y[S]4:;%]/9S9:OX07TU^V3 MQ*=I:R7+2ZA4+BHB874[N:/7<^8;A5KBSQP.ZNR>&%<60KR:A\?L=N(91%# M4AL3'"][F$-1&$N(XY_&Z*1=TRB>WY^L_U([C\XLN(*Y*+[EF=[<3I()R6#% M=X5^%H??H'$H-/:6HE#U+SDTLMZ$+'=*B[)11@1E7AVO_*T)Q)D"C4846*/ M^@K!B(+?*-21FQZ1U6X]<,UG-U(-%YPC[0B8D6^;$%R$VM%+LG7EP=R\=.'FZG&18WJ=-DL<']< M@(TL0!GY+"J]4>3G*H/LO8$IHFTALQ/D>^:T^ #+*^+3CX1YC%H S7]8[44)72Q(W_=+926F)]_.ZP'K?6@MAZ,6'^&/50[4!])!=H6 M_:-Z5*N;,[N?L=2+XA@CLS\/BD6.1GY,TU;N';ZPQ1(TH5X:L!Y(BQSS(R^D=I!1"S)R@OQ5"J7(5HI5;HUA-%S62\.$ MI3UX0[F4Q5&4V-'%+;K8F4#-.:O6!-Z0G16H:T?B)*W5Q.TS5&BV(+S*",^0 M.7*3E.8XVR*0#"- XX2&GM\+P5 PC@+@[1%FSK1OO "5(T5B\DKF&C8 M8*9#F$$2^VG00VF18\R/H]B.DGH=6WK_<1P5<+G M@"1YS?V.TTH[GJ=NHA\WV/@=#+,IQ0WR^DX/Y4RA&Z%YVO$\=1/]8Z5! I*] M Z*%OFD8)WV$0S$VQO"THWCJYO@67Y/C5H!# K\,XS!*PCY$BR!-_2@)QABD M(WL:NPOFAE=KP"B2%<\EV?-B!Z: 9B#S/3<]+2EROLB+7'^W^N T;[K^:[7E M2[B=8%NO0.YA,B.V+JDQ],Y'I$AOS,.N\%!WY6E(YRR?R46S*1]&VQ@Z+"PL MCM-^^;&(X<:$?IJ.44]7@:B[!'TR/<("<#("O%2 O0)925&>?-#\;80XA]7& M,%* #42_+EE%_2".D\2SXV==:6+NTG3_?S"S8K M7(!*L641N.F7-IALI\ M>>P/\F)GQJH+/.P/HBBX/).TCE+->LDY6.\JZ*>172P:*6JL*VK,=_KSK1YZ M$3'?8QE&EJIVY0(!(SUA.I4X==?0<3K<::7112S4'T<S +MMYK9OU!+ P04 " F.'942P(X8Q4( !1,0 & 'AL+W=O MNZ\]S MDA:SZ\OFN[OR^I+MJRPMZ%WI\'V>D_+'+> MZ .MONSN2O%I?D19ISDM>,H*IZ2;J]D-^!BCH#9H6OR=TA=^\MZIA_+(V-?Z MPZ?UUT0SFE0U!!$OSW1!LZQ&$OWXUH+.CCYKP]/WK^AQ,W@QF$?"Z8)E M_Z3K:GLU"V?.FF[(/JONVE;>O.G&3/*Y:WQJ('>5H< M7LGWEH@3 ^ /&,#6 ,H&:, M09(,H#!@('7&GBRP= 8<&N Y2YY P9^:^ W MW!_(:IA>DHI<7Y;LQ2GKU@*M?M.$J[$6!*=%G5D/52E^385==;U@!6=9NB85 M73L/E7@1:5-QAVW$)Y9\W;)L34O^RT\A!,%OSNK;/JU^.!?.EX>E\^[G7R_G ME>A$#35/6H>W!X=PP.&=R!Q:EHTW@:\!6)@!%BS/14H.62_-UC?K=5JG-,F< M.Y*N+]+"69!=6I%,@[4:P4J2?;[/&NJ6=),F::4!B PD M;'"\ 9Q;DI$BH0ZI1%^2#PX"[QWH@D@7(2-2O99]Y#N2T*N96*PX+9_I[-K1 M!>J XSQHCB[3'2V7HO?.X4H M,(15PGC%=1'#RG2 4&)G8>S*$7#DK]8[R\*7'TT_&,T_/\C M&J<+A2XROM)[*'J/75>*CK&S9['58R$XLA!888%^3[:D>&K:K>FC;I>[#=2] M $FC-'9F0@X&*JL^#GQIXUE94PS44WJ1F%$F; )6<)91@JK%PA&KIQREMS% MH^YZY .W*_9=(_WW-,D(YZFH59O]_Y!4KR'1%O-&P F1L 6T;(%.R0E<+"\V M*UO^XE%__5B<""]@C,5G4@C5QX4VMVA:D]Y#%NS&7_*'$9*8GER7JD2!H51%"FI9:E/L'6L\C #'R9,&R,O=W2H(,N(RB8("T3D0 LXJ81MI( MCBR JA8$@2[PA[::KLP'YCH_9N63V-\+RIN#/9(D9=UAT!T.@"8A< ?(D4RQK7*WFPZA7=+ M0$M;0"N@"I4+@+P@"$-I9XW/:MIGO],CP"Q(],>FT-5&PY8J:8%Z)S8^5K92 M506$+D*N%\J'+9J6%SZ&7H0]^>A4TU2D<8APA/54PDY<0+.X&#\\U=-JAIUR M'*U6ZC6M;N /:'78%>O07*Q/.4 U0TT9CR6@)52+?21V0"S7L"M;'N,S//8C M<7+-82[H3\]-^&'_W90LK[,+.'>'_??/ M@$H^V;H=&7(91.% ;#H) L^_(7EK;$8S3!4%?N )23!PT08[30#/OUEX(65) MZMMTNSGV]MN"E@1+0$NH*A<_!T @&9!8+II-1L.H5W6T]*V0): M(56KB$K!A2CTI-/N^*RF??8[88/,PF;@I!1HHV%+HK1 O1M'5[G,UK0"$13C M!LJUDJ;I1>C" *$PDLG4H I !$,T1&:G,I!999QQ5JHGUI9>0&K571/K^JZL M@.;NE9$W+ MNH'X?<-8]?JA?H3]^%<4U_\"4$L#!!0 ( "8X=E2<%<0S90D "(G 8 M >&PO=V]R:W-H965T&ULK9I[;]LX$L"_"N$['.Z .A8? M>O62 *Z37 VDB1&WNW_3,AWK*DM>2<[C/OT-*<6T18I.=AN@C>P,J9GA<'XS ME,Z?B_)GM1:B1B^;+*\N!NNZWGX>C:ID+3:\.BNV(H>_K(IRPVOX6#Z.JFTI M^%(-VF0CXGG!:,/3?'!YKKZ;E9?GQ:[.TES,2E3M-AM>OGX16?%\,<"#MR\> MTL=U+;\879YO^:.8B_K'=E;"I]%^EF6Z$7F5%CDJQ>IB,,:?)[X:H"1^2\5S M=7"-I"F+HO@I/TR7%P-/:B0RD=1R"@Z_GL1$9)F<"?3XHYUTL+^G''AX_3;[ MC3(>C%GP2DR*[/=T6:\O!M$ +<6*[[+ZH7C^*EJ#?#E?4F25^A\]M[+> "6[ MJBXV[6#08)/FS6_^TCKB8 .>@:0=@#I#F ] V@[@"I#&\V465>\YI?G9?&, M2BD-L\D+Y1LU&JQ)<[F,\[J$OZ8PKKZ<%'E59.F2UV*)YC7\@C6J*U2LT(17 M:W0#ZURA(?HQOT+__/N_SDEVAZWPIEL<3 MC$#;O4OQ#GCE4C.$,6?$/$(MB@T>?]PSZ$.W7N0JOEHGP?'\Z_HYO;^ M]SFZ>;C_ANYGUP_C[].[_Z#QY/OTM^GWZ[GC+FQ_%Z;NPGKN<@<[.BNJRK8 MS\DC]?R]>K[3">/E?R%6F]"I M"]C?29$G:290WNHMOY77B0RJE0JJ704AE^8(4E+)ZS1_;/9T6J>B^NQP6;#7 M*7"Z[$I 8DM2+M.%S6W-:/_ &1@'A.*.STRQ. S]V.ZO<*];Z-1MO"G*.OV? MTDWN-4@\HBS!'ZLTY^ Y<$925+5UN4-3;^*%N+O6IAC(T-BW*Q[M%8^\5E'8>>-)B(L!+&LE MRB'6Z$\L$='& M$J>QDS6LB-PM:,734EDFFNU?ID]<%C0H2_DBS=+:NI/18;0U7[*;KK204 M:#S-:R@HH<+<\0Q!J@,R]2P$LU$ABKL*FV(4?OKTU;3%OE/?>5TD/X>R?%T" M)S90TU>]F&NG.M*!^-2/O:ZRIB +0D@%I$==#6(+_UVM10B,"*3JO71RQX3$.2&1$ MF4604=C$/;F':/Z1$_Q[6_0M?^U;<6)2;!@%@1]UM+3(L<#KS: M!%GD!U'?RFOJD!/429)R!TX5+S(3BB:I%$>1>Y!BK$:89($>*@K\@':M,"4Q MBWT<]'E=0XB<;O'>V1Y933!9,\1!%/L,!UT;+**A3QGQ@QXC-)F(NQ'L=L/3 MN]^NYX?=\-39#A/-%.+N[F:\ENO:VR41LV\;8H]AHT^R"5*,<5]4:@@1-X1F MNS)9MS6L^&.7;F5[;%75 I>8T! ;60"V:0#OT M4"R*.DV@%I_FR=DGU;W#WU6$\@3L*;NG.:TU%A8%/@XI-_.F:\XL[/ZK)1]WDFPM(H8_8%E5J M#3)J(1\D+68D.(L@ 3KWI#>JT4?=Z%/'B'CQ\[?;R9WHWO M)N_.MU33B;KI!-U0(L2R0JNRV,@2*UF+Y"?:EK""S8D\7#Z6L)&R@EL;$?<- M/M"\4A-?G9.88QLUO*B[K3JVL>*9RHB@35NT5;+MTIFP#SWNNWS$4$M'1G 8 MAWUAH^E)3]#3:BFTDAM8R/>::8*3A3[DBJ#;!ELD*88>-.Y#%]60I2<@>V2( M>!%EDC8@4U9 ]21CLZD(GWE9\KS'&,NI*@LP_.O:XM3G3V1Y36EZ@M+\M7TV MDZL]YNISJ 7"(2:,A%T(VR2A[8]COV]M-&6IF[*=]+J51\=+V$:+UX-C[A,I MUH0OPU'@03O4M<.4A*[)C[#7DQ:8QBMSXQ7JGU+U0<"&IOR!8%(7LJQ[@LW3 M$U3,H[N;]">X= MW=P_?!M_ MG][?N0["V,%30S>UE=^V/%VJQS5I7@M(2M;ZD)E0A7:)A,9&LPA2&GIQ3[_$ M-'V9F[Y=7?7C *N^OPJROV"B8X,UA)G[6/0H)N:3K]=7/VZO94#)=UNEU93Y0B:QZ6P=JJ4Q5HWUN/&" M&QV\;00J/JJ7L"JD#M^;MWCVW^Y?]!JKUYLZWW_!GR?-ZUIZFN;ML6\<_ 95 M>R96,*5W%L*JEBE +P]U4!KFX_R!OL7XN[ M_#]02P,$% @ )CAV5#092C4G$P +#$ !@ !X;"]W;W)K2_=Z_@IB[>Y$ FH?DL>/$#V!F/$%F<<Z,K?FA5GT\N+EZ< MK[1M3MZ^YFL?_=O7KFMKVYB/7H5NM=)^=VUJMWUS,CY)%Q[L8MG2A?.WK]=Z M8::F_77]T>/;>5ZELBO3!.L:YXYDG>DA[L?TZK_\RZ0Y>9#N;&U9]M MU2[?G+P\4969ZZYN']SV%Q/U>4[KE:X._*_:RKTOL&/9A=:MXL/XOK*-_-5? MHQUZ#[R\>.*!27Q@PG++1BSE.]WJMZ^]VRI/=V,U^L"J\M,0SC;DE&GK\:O% M<^W;=R:4WJ[90FZNKKN &T)0NJG4M0XVT-6/W@33M)KN>GW>8EMZ^+R,6US+ M%I,GMAA/U+UKVF50MTUEJN$"YY W"SU)0E]/OKGB.U.>J6?CD9I<3,;?6.]9 M-L(S7N_9_Y41U']W\[G:JK]^_4]=7T;DI7/S[<3F_??[JBNX[YX-M;O/_PZ;88J[_^Y>5D M/'ZE_ML[JD]+HV[<:JV;G?K05#JH7UQ=V681U%T#;WQ'2T\N7O%O1?J-+XY? MC53_UWRQQ9KQA[CT*/Z6+F]-ON)\NN@Z'R]^K[80Q'F[L(VNZYVR3>G\VGG= MF@I?BO=FHRNMX#"$C%G-C%>3"87-^'*D.D2C9R$:O3+DXK^;C?H-/N[@:E(K MKW4&G=74K-NXQDM> _]N#7#E]\YZ["=F>6]:1E0VRTAI[%SKK?:F2,M1_ S, ME9]):HTX\LJE;A98%_J*A*T[:GJ(=M4M !7JN63$4*RKE?&VU(UZ<#/7VC*, MBH'''OW^V.)7#SW)LD*JI]"9ND*Z *4#T)!,";.&*$2P=$<8'1BH(!T?;:YF MIF1O0.GMTI%3W;:!&J&;!5M9[:T)9Q2.6!X+/7V3(A$;9&(.NO$/K]3:6RH^ M:NX KF>#W[*#C%JBO/W>:=\:+^O4KHPQI3[KNEWJU4C=7YT=^GQ)X3B?V](( M>,QU:6NHCZ]X+KHTX@F9Y8[4F9= BZ7';!M*T\ M=*]]/7/>=8OEP<])>A):PV'65P-K%MF:NY'Z>:H^PAX-&>2[&[U;Z>9[]3>[ MLI" @D(NJ;M08].@:OD%?_6,9-XA6 0\4MCU%AR&O6L,"MP_D-7M44&ZNE;3 M-8JZ[U8I$_ZWDL1E]H)LE[9I77*$RQDEI'/_(0.#-QH8(([-4V:AXM6:Q$Y-7-I2HT+;I?#.S] M=_B>@M1_ 1N==A "HA-<7E6@/I:%9K"Y)A/U3,I8LO;$:2 ML\X"E/2)P!)FAZ)L:>]*LA"$A%F"JS?T&'Y9\X$[ \LQP5-4&!BBB MOH9B>4[[3,[VE.**6"@908QG*?5JH UMLJ:@@>F0](13&T*B+3"\QH,C57FV M#@D!4[H5YWX%SJ<@9"=*MDM.=&61_$\#XP%H'<6?" [%M^^"[@L#97V270%: M/ >-U[8>P0C&4Y21^YH%I%]@ 90(5-A8Y! 16++&(W.OX>&NI!^! !0$T,+" MTW9%R\.TB-+&1 N.1'D0X,3P2[V6'(>2CPQE2@ZETY7^P@YU:=5>D)RIS^FK M5" J,,.:@M0Q:TTW%/MD,@NT*7M S38[^!IM%+)3!_KTW&@:/:M)RA4BD(3. M5KIK*A1Z;_DCTJM!HNCUNL:/\BAI'2AO2B/JH,DAEN-211[<3!%CBONXR\U^ ME[@T O'3DA,J@>7]S>F=^Y2 $AI3G8[JJ$8TC;%*FLYHYC*86!X(1 MNZ$=9,FB+UD"8'IXY0()TIHF5SPM";@Q*.2FDE5J[1>4Q-D^49A,%@::>\/L M"*8J.131S]:G+;K-H4LX^AB\8NV ^"GM94.],)3']*#60<0II5R4,P5]G:XZ4A8Z)LNX0 M<*4*>FXHLY9N9:A\%FP?4ISO1K;XAD*=_&,&YJ/R"O<*32&'I:2"M"GWAAH2 M2#A?27"F7#1$=ZQI2MD1S3_6+[1:HD9@G84W;%:1,P:[2,C!CN2RBP9ZFHVI MW1JXHYL.M$GP)J#WEV>Z-8A>RUSB_NK?1YSK:X160Q6]F"+:F."^,W-+Z/D M?'8Y!:;O,AU6ZUJW5*JY4"=KP)(0G+A!1/$11_PIEM1JYIVN9B3%/A0HB:37 M%_ ,+5Q?1.E4V*&0KL+ 7MUZX75E4DFB/P@3ZU%+%KK<]?:+NQR$C.PIF8>? M6L,@VL%9\ -L MSS!&[8A)^4);J9<7D[/QBY#7/#M2P!Y?D1A"EQ2#2#"U%TB!RTKCD/E!,BJY M:!0AGE2BB#V=0Z6::Q5JGM>G?!$K1*17VC HL(KP*L6?1\P K7(XG!6?3:ZN M;A H$*;Y8G:')$ 4@,.PXHKF>A(976-_[W+Z<<%*G&=N35U) E&= "G96,V; M6:X$U%LGDZ\#/6&?Z\?#EY1;[HPYR8)6>'H'FN?^!*4*"T,6KVN-)3 M[ACT1I(*NY,\Z/I;\&[:6M>[?T9"L4+TM<*:H33Z'1,;(5;R@-DV1OL]]G.E M.*;=/A>R;>?>K5B\!1@75N_65$UA!-"^T]:=$ON+-5!X2&)@' MGW9<#N:GY1(5.MLE&+TB)H/G*'$1EODY#C(:!:*SZ5#6:RD_L?*A_%P]I#I< M/&5:F3AIP9I3'4[UZ52X6L;(!ZVGN;IDAKER$"<6780!9>9!AND%:N,"M29D M&Q=1[FKO4A)LKPV'#B$$*9D]S<-50DBQ7ED.C??2!VX%%83 MAO2=_5[NV:,&XR39,C'U47%U=[J.(2]*,A3H:J,16PBIE5XPP]2[&J44Y<5B MV6SR:PWT_'1/_ST L7PPQ13UXHN:@FFUB,_B/>!&VN38R/+#UPX5@KMH*%\" M04+N4^.\ %R-NQ (/3Z%.4Z?46]-.Z#"T Z!=Q@^%>)F9@NMB8+<]0>6121#>4?KR:S/O)$QL(C3\NFC)&&45(Z$49> YY(7:J1 M)<^*3T?LUC>.% Z. E13+K-41-4:+<*I6'\FX_JF9[P78CSH ?HWM+6LZM81 MB4@BL %JXN47U$RBU2"#Z%9B'4'&Y<: M[J0"0MD$ LC^I:BO_H&TDU*]L,)_>;S@^O8L!M[X&\HX* 8J(NHU+PS6WWE* ME]JAW('OT.2IH'\D/TEJOG$N7B#XZ)4<&8G:>I?'!Y69M2IR2G#M6+KTVK;D M?A*&IT$'\Z8X>*;1"]\#SU9QND>33((5&?YP(GVUE.[8]%_&X\EH\NS9Z.+B MX@^6I9:T=LWB%*1D!8+HO=MR=]K+IB,;/+NXH,5)HZ)!0X\\; ^7^(.=2QV6 M1U:^O!B]'#]/BZO4_"93'7W@XME$5+WKGTID'(KQ7^1Y$H_5\S M-FH.<>*C MMC3L&8;U@L8N,B,DDW'':JIPS#3CT>3Y999'YGNL^!.R-(['/?]_$EW^,'H^ MB1)]IJ2I+;* YQ04OH$ZV[!G%@,+LA.R#BI'G$C&_3%2KN+S"$XY.)_&2PT# M>0-V+.,]4C0,L-]\16]'Q16J[0<_J+X-]7;(>9*-]>XE%N-!2TU.:"/H?<6' MK:DW--;@(]&,G83+5."H/NE#K0Q*7']B "^ 0H3(O"/;9V:T[WWH/NF&B.BPMVE*9LIE MXVJWX+D;R4UL6L9[+C"+V+AZ(T,-@.):>UYW;FO^BYVI=6[C9N@Y-(\+XP@ M9BREX+?<(M3:K@2*71H] L),2\0PT4$]XU.KC2D8 MUQ=BJ5%/*RT#(!L/7L@)\L->U=3RRD/)7G&EWAR&V2)LO8OG>5%R #N5"E-2 M(VE+&CM)7$J?3U:ET5&;.*4XNJ=2S"B30Y?GG:#^E"TPR1RA$.^.\8"6@X?5 MH2MI@#7OB!Y'\?,DQ13KSD-2.FN@88-$,<]'\D2O-V*4^-UW;5R(FI;H>86_ M%L2_2@I1(4'.V+6ATVG*L"T/9&ANN.TUO)3VN@Y.0G?6FQB1)V-3TK+LN2>7 M8PRA[)SW[ GB 6!=@<]/^DKEF6#V<]]GK"U2F_H\*N$:SQ:R078R"8(R$F+Z MYWDBND,H78(M4#_$ '=0%7AOSM:&E$-!0I/:><[]=JF),-&PZL!-K$I5WH'=YDO&?FTH-7^M"#AI)?"G_&2-CS'U5ZAC1U,7@GUE% 1 M7)PZ7!I]-:)T"7\1&?8Q20.$3"/IRD'K5GVAPUFT-/Q[7SC!.1H+Q0#0&VUK M::&;WO" "%1))(=^*JB@T\L !+GXC;LEZO!-1>?W=R@T%10E>XKVH=43Q?U.F 4H8O\@!561\5J9AC\SC;2YZ.QTQOKN_UT,"TP M>+>CAR+"8E/?(9&/G$7_'Z0?P!:9P8NTV;:5#;X3EL^)#,0'N-*4F4[Y-P?2@@:[]VO YYY2*L"#)HZ8EF[$X8L;811RQ8NS0L!:G M=N8&V;8TZ#4H%_E<> =PHO,BHO6/V&LZY[PH-,%X7;MM^*GXZU]^?/'#CZ\B M' ^K>00UD2,:3:0?6'>EQ,T[>"=]D_AK;; M4)#S0RY5GN8TC8K2J"*\RCK$N5(ZKF&K( (2=P#MJ=TN07H^IDH#=3FIEH2I M.I.Z+G@L9G,J?;)-K'FB,9U9Q#D]-TK4R^[K3GHPZ_J*P3N)??^(4(DS#LP> M94+#X^@^PI"::81MB"](.L6^LS2>6-/^B @DBUC#71K >0@87VF)Q](7HX)? M#T!5/WP](%N4\">MV(M3U]3QU8%YYVLJ(ECA);\F(:9&R2/:9L[41]I/F$0< M/<1SA%\,O;2B/O ++GSF+80;K31WB5.DI58W-?)3,';_>LX3+\6P^4HTP81Z MYBOA--L&B%RF8S_IW:.G$RIC-]!E5+*"!$^!FL:WZ:Z#AV$GPB88!GYH MTB M81IX?,0-Y3UJ[SB/F=C:]#IMZL&?>+<'D:*/O="!!B!N'Q><]Q(S6^Y,*W)V_Q"7Z7H1MB7&0>W G]SW$N%O8_ M W7[%SP 3<#DY2[= M\ON@C*+)WC+10M/'0.EB)8YG5;D $D$30PR3L-^YL6>9Z X;C?TQ>9RC(M2C MT(RU(+&N+6;,'"J>;/6)+O%NV\B;W3P&Y-5('BF09! LUZ3*%V@>U7^#)SE+ MQ^9W ]]H;DM[KP,.9PDV#"!?!T??=M2B\0Q X(I>\HIVBWM%"WTC4* R1#M M] =,IG@R.!DS$QV%M89#8,88ZD.^TI2/9I&*+K,E14*J#,,Y@/,RHNN37-@ MX%%::FKIO980&RM:MPGIP&7P/N5CE8E7TFMJ@[-VU#-9:K"%.K*%4$( 063@ MD0\629%O$9MC5OU&PO>2^.S8&]/GO3?8.?3H/7V6L&GE9?9\-?^O %?R!OS^ M=OG_".[Y0">HVLSQZ,79#\]/9"R0OK1NS>_#SUP+J."/]+ZG\70#?I\[5(+X MA3;(_X/$V_\"4$L#!!0 ( "8X=E3<#?[&DBL **% 8 >&PO=V]R M:W-H965T&ULQ7UKC]O&DNCW_A6$KW?A 3CCT;R=. 8FCIWC M11Q[/<[)72SV R6V)"84J<,F9ZS]];>>_:"HL7-V@0OD,9+8W=75]:[JXLN' MMOO3K:WMLR^;NG$_/%GW_?:[Y\_=8FTWA3MIM[:!7Y9MMREZ^-BMGKMM9XN2 M!FWJYV>GIU?/-T75/'GUDK[[V+UZV0Y]737V8Y>Y8;,INMV/MFX??G@R>Z)? M?*I6ZQZ_>/[JY;98V3O;_[;]V,&GYWZ6LMK8QE5MDW5V^<.3V]EW/U[@\_3 MWRO[X**_,]S)O&W_Q _ORA^>G") MK:+'FT=]C+O'#V=5O_7I7]^HX_M0]_L[*?2YQOT=:._IL] M\+,7IT^RQ>#Z=B.# 8)-U?#_BR^"AVC S:$!9S+@C.#FA0C*GXJ^>/6R:Q^R M#I^&V? /VBJ-!N"J!@_EKN_@UPK&]:_N^#"R=IG=5:NF6E:+HNFSV\6B'>#_ M']NZ6E36O7S>PV(XY/E")OZ1)SX[,/'L+'O?-OW:96^:TI;I!,\!2@_JF8+Z MX]FC,_YD%R?9^2S/SD[/9H_,=^ZW?D[SG1^83_98-2N_S>P_;^>N[X!4_NN1 M!2[\ A>TP,4AW/[V_OWMI__(/KS-[M[]_.N[M^]>W_[Z.;M]_?K#;_#_CQ]^ M>??ZW9N[*=P^.C$RZG=N6RSL#T^ $YWM[NV35[]^^/PF.\O^]?_,0"6_8N MJYI%/90VZ^'I@K%)4^'GU^UF6S0[4S1EU@Y=]K!NZQKH[*&!V=PP=U59%1W@ M/,\^-&7ALE]M3Z(HSVXWMD,RS#ZU\[:O%O#5NP;.'J=Z>Y=]++J^L1U\JW-O MBC_:KNKW9M_E^/S?VKJ$0SXQMS5 'Q%YU?2V.UXPH&$#."O00.,*$APNFP-D MUC:X+6R=9#\.#@[6.<35',?3:I\# M\K*AK^KJOV&"V[O7VHT^S[X^ROM5M92"_Z5QNAQ5( ME>R2V0A^_L=0N8H.'4YN#_79,V=MUK2]S2YICDW;65/:OJAJ=W22_=RVY4,% MB$6LO0/R:5;5O(9EG+. 2_]S9[=,7XZ@L%\6L DCM+(=NL4:1&NVA<5MUMY; MAG595%UV7]2#]60U@##IZATR;0,JJ^!EX,>BX;UT@*VY(.DD069O'3RZ4HAP M,Q7\4G5X' 8U!/[3#'!*Z!)Q4KC\Q,<@6 M-P_#'*Y<5\B<]XB61=]V#D\7#L)V0'L6UZN I!T=4%97?R(0L%J#A\?+IB@E MI.&YM!W)P*'A\352%PXTN,5%T76$;1Z#I_RPMC!3)\LU%D\250B L[4=V@D! MR=$FMUV[H#.)J$2.SQ-'MH7- HWDL($%:'XK3%[4=;LHE$B57 R3"ZQ;EA]/%0,98VKO!9R6'G,Y(DI$-4B7>V(;^ 5VW:PL4I/?0[:HNL6P ;'2 '9-2F>X M$7^ Q8;D@/"1K+XI=D0?<]CQ@/*YLPMD/T3D2?:[Q5&PZ?^V)&<#9HV,?ZB M*PJ4;U6/5+>$!P'3&2I1M(>.474Q.^7,UV>GQ"^.MBK'_7TVB[\M8<WMYF#P6P2O<]2*TPBNTI **S-4O. M=;6%U7'H0! T)AGCMMY.[$_/S[>U'E2O(PPVX3[0LB$(X2!O),I*> M#ERN+2LBD@O%<@E.$2&$,0I89O' -"J2"8;6(%+!!"%[!S\CJ=8MRC9XT!QZ MD*=&TT?%S;0!=(=Z, (_@!TLR]9985>4MNU(%:"5!<*_HR\,'ET0C+&!--81 M00HC/XV%$YE,0MJ+H'L#;M<0GF)DT-CB1ZF621@&<, M)ALN8D@7Y GZ!^=MQ(R%OFP$!-/BSV/T+^$H'H#S&*WA&=SW PEYD$G@;(,- M!T+&=JC0^N*+0'X"GEN/%@P0!OBECDT+4U9PXB#%VY-B]$? M;X"J8%6BOYC,%=,.(3%K$.[ !W4%3^.&0-X/3+.JG$O1#;"[KEK!0=1PTOW M9CH2!Z['5;K=F >8=.1F12GW]MF'CM3)&LPT@+6-TK& M>5$S10!%L46-7+FTR!"X1P!O0/I ]X1HXUO6>( UBBT(J2]$(##-TXO3?'9S MFI^>GB8K98^LI,[4)U@,3H-< OVN"]^AKB2)4*+4*+)5USK8# M$$D[KZL5RZ&<37^T"M04V18[DGUK,/Y;]%@% M7%!F_9HE&9)'C#.5U$./9A_J:$((FA9?P)XJ;2FD#MRT Q\$>9>"&B@84*TR MND 6);()E_EC*$F!Y1F+HI9%U1Q0&QDAZ(#P\XGU"<982Q*S*Y/C8A%9#@LK M*L=O!7X@8Y3/V7Z!TT!2$#G0UC5])BYV-A&!B=5,_%/^ 2C%#\X4)?M=^X84 MKXU3_NZ%QF/44 ["\10U M/@8F"_*4V@0X+QK3;@T[02\*K=J$1Q!? "\[H8L6SN79LNIN=^ $. #C>M/?D M5C2E2H0J(. $XTI,/TS8*/_8:NS:/^A4#=E(V7U;@^800P666U1;VJJS=8WS MDX_G2,@#$<)&&#<*?GP 9-M4J30$1@,5"<25K$VT3^2 5%F:^6Z/8 L0.^"& MB,$4Y"$K#"]J4 H._4 F/U@R0%@?NQ8F[=74HE^\+G^=GE!3WU]!1M&I1V:'+7NQAM0J0:8@%9 M@G@ W']GDB7C#^83T/%[H>/L:3;+9Y?GM-K3[,5LEE]?GIO?A;8_"FU?7>:S M%V?9[/HL/SN]-F^5S#%&!+^>XA39U4T^N[@TO^" .(GW=DSW=11=FP^MSTL M[I_*T0=@6*YO\O.+2X'K+)^=7B(4(!3[':$#C9PMB5V,":JX<+G8G4AWX(5W MX+"248/'0M$9LM2+A1BZS)HL\)@YD1]/ "_H##3L&)'L1H>>A1;81MV*"0'% M74,R&)=%,@7J^0E#(: V?*PC MM8#S;0+C!&@\RB7CO!X(,2(P]\8\'L*T-D M3>F7. $\?U#<]R'(IK;DYX-/FGZW%4,*=_6L.A*+#O;ET':.O6XP+ :,F@7P M$2NN7?9@Z(*!_*R"X4MT!<.@>PL"M!:Y@+J(1" ?$CPO \S$"P]"MNO)G&1(71/ENQ9\RA2_#@-#+7[,370,)#QX2L M>=">IHJFP*]]2$((WZDC1($76)RW1JP(OJ&0!]BEK@\Z2_BFW5%QST%[C"(FDH""%8V08M<#Q#)JO6> /U)/LW ML>98U4GT$["F"@G11"'&PV!3D#A:/MJ#V%#WJ8*CN&,\G8FG(V,#+8C1T3@& ML5@@:HLEL@LB"-W,XZYR?^K!RF[AV64TL# AB6.N5Q .^FR1[D\=Q-('HXA)HF"JXAQT?X@PP]R_M,WJ^!>T MBC5K0]_4],UDE!IIQN(&)D/3?S4B'<6@H^BS"L=8)"(C\D*E!(]D=O+C)604 M9_A20A08@?=*6,39&&@)WTO,@('\17 MX]-R&/XP3U]X,K6V/XF>H@=^BF09:S>< MO(L?B<2=(=YC556FQN*G T."AA7;/B"98HU%+9EW^FOG[04_C%S[5GP"C1X MDY%UX=U7.=N_*PV\]2&/=U% \ .(^S1B)K^82>!"= 95>V4;;'#K^B;;AB# M2C+\F./0>*!D7)5VWH_8-+!%O(H9K\*&S=Y"L0^(.BSBB[E=%(/SC,#P$!1Q MS)-MIX" H$!10*[ 22:#1D!;$@ZE2HM,#A=^*WNLF<4RZIZGO)(#$7C79Z,"A$P M)E7>@YPO5K8=G H9Y52_5)BW:C@@334$<9&'%WTRQ[;H.!1!)6A:>?H-4M.'%PP'92='YVHJA]/JQ:[$=M<0LP959BY$<6QP1I( MU\<,BP@7J(1H=/=/H28Z8@P]R=1G./6_)_.1 M U-MP'[NIL=.K(@+,O(\]T5X/4QK>68K*I,H0=$OT,*DF?PG-56]X=%U[;SE M1%8NKM8!#5T2H#(T!I\W/S+5 MYL#6JZHA/P?=90Z*/\V.\5_S*>3VR/N$7^^YP"8(C./LV?E9_N+T*CLRKUG* MI1M^;.!U?G5Z#0-AH1H00T8IK88B.82H21*BW=2"*KJ _N/ MD[_HA=@MDAGY&\S9,$7.IC^F-PLJ-N)*+.^-B",.#_G2K@R8IJ^M.D^XJ[%* M]U5[12;5%HC\8UCOF/YHAUY*+PP9%>#UIK5<^P5(9*A/T9DR$G)!25%(0$)9 MU9231-,-/1TJ:[!HB5C-_%"&IJ7,#TE'/JS%GQEYTAHO3)) F/CW$?E1F:0W U/XF&XH7U,V_2G0TR\)/;W1V5_["4INU9 =$S_AU(Y:. M<2:T.KT\!WRBV0Y,0LLG6,'$?H8LC(X4X7IH#@QG]N%@!Y\%AAY#P7P/LK%7 M9!PH+DTP'%9)XL($4I!F+-5!/)?'?7LLIA%&!5,[E$J+\J#2%E.:.8X]41*;#Z@(,&=L\.>5,;XD"V(/SBOHFI, M;5=%G:,065KG6,]'Z*/"=5H3$-N5Q^AN ._9V,?SEN+8IJJ:8TT7(Q7B0.:\ M9N68.03F5F V[,IS.)F"I+R4^<*W_ M8EPICO9ZC =THMPZC$Y8^^GYB]/\]/R,@ULOSE[D9R]>Y"8-5_U/@/*(&R$5 MUSX]F(PF%'XNOEBG'WKZL"_%Z 9 Y,#$'NQ.#)>(<4-MW'Z=8F?C>*@WI4+D MDX./. 4>)I"4I9AVT?==-1]ZK6$)9D9R662JZG$+Y]LQ+!T#2Q;0HNMX%1':GQN ('S1<*),#/XC[2N41).])45.EBV,3@ M,"+L%&P-]!-CQ"A3114^$NY'6NG$KE;W@2M4VV:JR'%O;Q1X9R5 <0N_GRH) M>/M@.X>,16DXQ<,).9C[U9:Q: N53%-P)>5,A@-A> MB\DI&Y&"0D3(.OV'D MC_ Z8.@4S2V $T39Z,@A)J&1L&[J%0B<3OB4RF (')IQ;*HD#)Y#+"SE: M5@P@3D;U8)17H1 ,%EJ'2U\A??LIH-W#:2;A3 A3"YQ0PF)XCP.V6MBS0JN# MF!_@NCS]%]V$AST@]'4(3W2QG]\E83P^VR67F2EEBVNLI*UV:)A0B^38&2:/ M*IP1N2Z4?Z,-4)T\B&()K@F#M-'A(1]'V' 4>PRN9< 8AF$D$I?S"5\"D^MT7\E.:]*1G+YFXH.38*%WS3%9)M94[0NP-W MT<2W./"9._)W"1(Z":)TA7,]I\PM%X9'EEK(^_Q8@PMZ?+< R\&ZX_< ";@> MJ9<*U%O:VL.2C,C>XV\>%*F;C)E'=G[HCDI(R]YSVM@[2[];$]^D@W^7MI+* M$O(A=TH-G\?[8*A"O;YD-5EJ-0/I5*ZZ]Z68H0SIOL72]ZCZV+!K34XX*]X' MNGF,S(.ITQ6GO8Z76(WCZ; C@UG3=^GFO!\^/M9QJ<"^+[HW!!/6-7KKJS6* MKCF7EFA.(RV#[]N_0JS,JH4#NX8206Q]1I.:!=7A4K*/IJCM%\^J#F-*0Z\: MG?/66J5),=VMI;@<86S;V3[<J#@>N)!!" M@7PST7;W%"HGO37WP5^4J/&IC'T2.CY2 Z\Y '1'4!"_DW9GA2^?\>31OZC[ M0B_*C;G=W3WJ%B0HT( 384._M8[W3"1L\;-8D6@[ ZJS8VL6&5 M4?P*C(4.[VZ1Q4])-8QU5;U>U.NLWL#22?#J&-$!"3_!D>'J5#8^U.3T:&LBL]2%Q9>)\\>>1QS91H,)%QQ@%]$(< MY1[MB&?]ZK7F3U+B$L?7XY2W)/>=7-S2NUW^XH[>[&(#2CU O9+S;?>]3L9/ MZ33.7^VARS!:V42UR+D_AWPO":] GTS<+=N?6Y,[@*:"8M.+KF(MYD]ZG+(/ M"XP@)P-U!7+=Y^2B8;E$L^%H&&;<"![C0X6%2UCP4915F[F=PYH]SBMABIC" M)R6)U2+;5!2C. 8H*;&6^\/ ,(P_F$9 PEJWKR WI/3ESI'UD*%0?#O4]?O; M_YO=$5B>W4!-XJ5-J0.HBXC)\4@PM\_B!N6$SW0;0 \ R+ZFV@6_?GKC[8 I M-/,\:NM$-7/?7AP^8U(GO8MNC"2V470SP?BK#AI]OEN@MF+TL$D1 M?S,NV98?J6[5(Y.^0QLQ^_P>_U&VC&[8)AC!N%RHZMT3O"@BV5 K4. N+*7= MN3X$=:U$'[8 !_O@N1>*@K:1*Z572[3_Q$0VP81\#Y6M])5;%CYL) K-WT$- M]VQ21%.HA2PLO@&S2 M*T6FC0O)@K-(34B^$.S*2#@% ?6Y'2SZBZXOABES5 MBR2G'::79T0K2?TNZ CG;Z=.[T9C=(1E+OOAD]0JG9 6$X=&[P;+'3>)2N.U M5Q=GZ0_5['&!(#(),6_T6'(>W1B,\)T9A5;(WI9:Y(KK71;KXV&K-\-9+_L! M(0*>9!;E*S]+<(5#$)BJ-628X3L?(=W)'!CY>1[;'KL4SJ'B#BZ\3-MEA-XD MQHL'++E$D\Z6J10(-\?)WBHZU9^4SLAJD%IX]Y'ED!<1E<]%(9SE@&:=C1T" MF+8"F[DG$=Y6-6UR56A&5$JS(K+$2LD(+#VUD7'5>'6)M:W%1)!+CB2_V M^[2<.$S)M8*H@P]L;TJ83RD&2NYH=80@A59$E8!WOOAB*"?1QYHFNM5G72*0 MNTA0<^Q!=2 :X8 F+1/);M%#7PF1(2$)90.VMN2?<3^8FSP>!XR3C/N\+W\LA19D_E('C.#"/2_[ B5,.D">I%KF$ MYGSN02%!>YQ:$!CM3L(7+>.-JF_X1UNAE^5+>JG@AP.)(A)8#U,-6)R1H=". ME %;<=M6_-RX)AF]L=M&=RA# MSMJ):5RQCQS<<'\^!N<1WO2X>N0DQ\G%Z(;0H1KI\0T+\]4;%H[BY=I. MPO(=J$@H4HXVL?L)=+H53I2#S2- 2T=PGSPNRO^)T_R-LF1^4+0#$YE9*MM] M9L336CM'=27"OM7;9ALR(/W]&'(FU3V3;$$4L1=Z=CX;ZCMU2-*HPQFQ%8"R5AC!B9EIS:=X]*'OT^"%U](- <7J)8DR#%&%UJ!I.PH MM)38M))6P2/NY&YRY*?KR8?*#4^LQ,J4?N;DV9LXP#"-YRPF<.\D*LD2M_-% MP!#/46/DT+8I7,$6*F6>,:72I5>5WK3F0LN MA*3(6I"#^,;Z'A,,H 8#BX*!D:43ARYDK>ES.PG&2FSWEF1#F5>C@TI5)5 M>_5$$BOJK2BE0BS"RHFR4UU,:O#E=L:"2@HPMOT @BTD[XB]I"K'XIDN+&VI MPQ")'$@0GR=9=+O8 QROQ^!1S\,ID>X1@KR@(M7XV+D'Q<]=#E[=)[V'!D>U MG5B\9WF%NCZL2=C?K#ILG$N)*DVV@.1N0.PO@+@:NZSD+EI2C)5)22DC=\=- M1T+M0M'O0YW6]BRYPG8?5[[*9$\\88)K*G[JE?JTK(>=^;YS4)@!7< M88JN0&@K/95;SX16^!DX&615JC1"#*2UC#+FZ"LASW^JQ Y]'TLTDI*6B2RH M$9?X=C1QW ^#G1VJ=,.704/CCS2O(]Y>B-+HQ;^X'X?PX08[!%.N"5';^V11 M'!^G""6'I*G02*)Y>*@%13FD==!7H$AB197D*L4FI_YC)!;M,;650&POM)9E MMZ=BB:R8+&6H.3C4B488.J2OXWZWM?Y7(B?DW<+7GA\@1JW"&*AKY(0&CJP> M0QDD!J_A@GX\J (#2$&9?FW/9(#[,"5?-=[8@17F2B]*) M3LP$+07W?ZK0[C%W$G6)+*H) &G)0.;%EB(!>$S51DI7\+[/W!JZ3($Q$-;+ M'=^N\+G#],Y*U/G,I\FI!5HJ?W(_3Q*+#ANA9I*ISC>I-1E+[MC:QR7 K@QQ M(Y6%=V)$'^3,T&^42*,,[=W\V4K>6IG-#5N\Y2'8\EV(4!E0-) MM07885BPZ36#5I^;J&8MSN(>EA8^\XQ1S*'Q^B]T^O"Y#/^HP@\$"E9E[M/5 M468W-YS)7G9T5)E5<)!^T]QZ?N51F<>YU:;T-1"HRU#U2EI4(D_'<^5Z? MOEH0I([U]EMF1M W?!=G)?:DR$@B S$5RJ>UK,K[@:WGZ M>HW M.1@B^"2I+9J4I4E_B:1T)!8P'AE)5NG;,U7^6;8':?P^C[VG^V5'$55_-L00Z'<-^F I76 M

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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 86 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 87 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.1 html 204 523 1 true 71 0 false 5 false false R1.htm 000 - Document - Document And Entity Information Sheet http://www.onds.com/role/DocumentAndEntityInformation Document And Entity Information Cover 1 false false R2.htm 001 - Statement - Consolidated Balance Sheets Sheet http://www.onds.com/role/ConsolidatedBalanceSheet Consolidated Balance Sheets Statements 2 false false R3.htm 002 - Statement - Consolidated Balance Sheets (Parentheticals) Sheet http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals Consolidated Balance Sheets (Parentheticals) Statements 3 false false R4.htm 003 - Statement - Consolidated Statements of Operations Sheet http://www.onds.com/role/ConsolidatedIncomeStatement Consolidated Statements of Operations Statements 4 false false R5.htm 004 - Statement - Consolidated Statements of Stockholders??? Equity Sheet http://www.onds.com/role/ShareholdersEquityType2or3 Consolidated Statements of Stockholders??? Equity Statements 5 false false R6.htm 005 - Statement - Consolidated Statements of Cash Flows Sheet http://www.onds.com/role/ConsolidatedCashFlow Consolidated Statements of Cash Flows Statements 6 false false R7.htm 006 - Disclosure - Description of Business and Basis of Presentation Sheet http://www.onds.com/role/DescriptionofBusinessandBasisofPresentation Description of Business and Basis of Presentation Notes 7 false false R8.htm 007 - Disclosure - Summary of Significant Account Policies Sheet http://www.onds.com/role/SummaryofSignificantAccountPolicies Summary of Significant Account Policies Notes 8 false false R9.htm 008 - Disclosure - Other Current Assets Sheet http://www.onds.com/role/OtherCurrentAssets Other Current Assets Notes 9 false false R10.htm 009 - Disclosure - Property and Equipment Sheet http://www.onds.com/role/PropertyandEquipment Property and Equipment Notes 10 false false R11.htm 010 - Disclosure - Goodwill and Business Acquisition Sheet http://www.onds.com/role/GoodwillandBusinessAcquisition Goodwill and Business Acquisition Notes 11 false false R12.htm 011 - Disclosure - Intangible Assets Sheet http://www.onds.com/role/IntangibleAssets Intangible Assets Notes 12 false false R13.htm 012 - Disclosure - Long-Term Equity Investment Sheet http://www.onds.com/role/LongTermEquityInvestment Long-Term Equity Investment Notes 13 false false R14.htm 013 - Disclosure - Accrued Expenses and Other Current Liabilities Sheet http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities Accrued Expenses and Other Current Liabilities Notes 14 false false R15.htm 014 - Disclosure - Secured Promissory Notes Notes http://www.onds.com/role/SecuredPromissoryNotes Secured Promissory Notes Notes 15 false false R16.htm 015 - Disclosure - Long-Term Notes Payable Notes http://www.onds.com/role/LongTermNotesPayable Long-Term Notes Payable Notes 16 false false R17.htm 016 - Disclosure - Stockholders??? Equity Sheet http://www.onds.com/role/StockholdersEquity Stockholders??? Equity Notes 17 false false R18.htm 017 - Disclosure - Segment Information Sheet http://www.onds.com/role/SegmentInformation Segment Information Notes 18 false false R19.htm 018 - Disclosure - Income Taxes Sheet http://www.onds.com/role/IncomeTaxes Income Taxes Notes 19 false false R20.htm 019 - Disclosure - Commitments and Contingencies Sheet http://www.onds.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 20 false false R21.htm 020 - Disclosure - Related Party Transactions Sheet http://www.onds.com/role/RelatedPartyTransactions Related Party Transactions Notes 21 false false R22.htm 021 - Disclosure - Subsequent Events Sheet http://www.onds.com/role/SubsequentEvents Subsequent Events Notes 22 false false R23.htm 022 - Disclosure - Accounting Policies, by Policy (Policies) Sheet http://www.onds.com/role/AccountingPoliciesByPolicy Accounting Policies, by Policy (Policies) Policies 23 false false R24.htm 023 - Disclosure - Summary of Significant Account Policies (Tables) Sheet http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables Summary of Significant Account Policies (Tables) Tables http://www.onds.com/role/SummaryofSignificantAccountPolicies 24 false false R25.htm 024 - Disclosure - Other Current Assets (Tables) Sheet http://www.onds.com/role/OtherCurrentAssetsTables Other Current Assets (Tables) Tables http://www.onds.com/role/OtherCurrentAssets 25 false false R26.htm 025 - Disclosure - Property and Equipment (Tables) Sheet http://www.onds.com/role/PropertyandEquipmentTables Property and Equipment (Tables) Tables http://www.onds.com/role/PropertyandEquipment 26 false false R27.htm 026 - Disclosure - Goodwill and Business Acquisition (Tables) Sheet http://www.onds.com/role/GoodwillandBusinessAcquisitionTables Goodwill and Business Acquisition (Tables) Tables http://www.onds.com/role/GoodwillandBusinessAcquisition 27 false false R28.htm 027 - Disclosure - Intangible Assets (Tables) Sheet http://www.onds.com/role/IntangibleAssetsTables Intangible Assets (Tables) Tables http://www.onds.com/role/IntangibleAssets 28 false false R29.htm 028 - Disclosure - Accrued Expenses and Other Current Liabilities (Tables) Sheet http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables Accrued Expenses and Other Current Liabilities (Tables) Tables http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities 29 false false R30.htm 029 - Disclosure - Stockholders??? Equity (Tables) Sheet http://www.onds.com/role/StockholdersEquityTables Stockholders??? Equity (Tables) Tables http://www.onds.com/role/StockholdersEquity 30 false false R31.htm 030 - Disclosure - Segment Information (Tables) Sheet http://www.onds.com/role/SegmentInformationTables Segment Information (Tables) Tables http://www.onds.com/role/SegmentInformation 31 false false R32.htm 031 - Disclosure - Income Taxes (Tables) Sheet http://www.onds.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.onds.com/role/IncomeTaxes 32 false false R33.htm 032 - Disclosure - Description of Business and Basis of Presentation (Details) Sheet http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails Description of Business and Basis of Presentation (Details) Details http://www.onds.com/role/DescriptionofBusinessandBasisofPresentation 33 false false R34.htm 033 - Disclosure - Summary of Significant Account Policies (Details) Sheet http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails Summary of Significant Account Policies (Details) Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 34 false false R35.htm 034 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of inventory Sheet http://www.onds.com/role/ScheduleofinventoryTable Summary of Significant Account Policies (Details) - Schedule of inventory Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 35 false false R36.htm 035 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of changes in fair value associated with level 3 liabilities Sheet http://www.onds.com/role/Scheduleofchangesinfairvalueassociatedwithlevel3liabilitiesTable Summary of Significant Account Policies (Details) - Schedule of changes in fair value associated with level 3 liabilities Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 36 false false R37.htm 036 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue Sheet http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 37 false false R38.htm 037 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of deferred warranty activity Sheet http://www.onds.com/role/ScheduleofdeferredwarrantyactivityTable Summary of Significant Account Policies (Details) - Schedule of deferred warranty activity Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 38 false false R39.htm 038 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of lease costs Sheet http://www.onds.com/role/ScheduleofleasecostsTable Summary of Significant Account Policies (Details) - Schedule of lease costs Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 39 false false R40.htm 039 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of ROU lease assets and lease liabilities Sheet http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable Summary of Significant Account Policies (Details) - Schedule of ROU lease assets and lease liabilities Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 40 false false R41.htm 040 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of other Information Sheet http://www.onds.com/role/ScheduleofotherInformationTable Summary of Significant Account Policies (Details) - Schedule of other Information Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 41 false false R42.htm 041 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of measurement of lease liabilities Sheet http://www.onds.com/role/ScheduleofmeasurementofleaseliabilitiesTable Summary of Significant Account Policies (Details) - Schedule of measurement of lease liabilities Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 42 false false R43.htm 042 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of net loss per share Sheet http://www.onds.com/role/ScheduleofnetlosspershareTable Summary of Significant Account Policies (Details) - Schedule of net loss per share Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 43 false false R44.htm 043 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of concentration of customers Sheet http://www.onds.com/role/ScheduleofconcentrationofcustomersTable Summary of Significant Account Policies (Details) - Schedule of concentration of customers Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 44 false false R45.htm 044 - Disclosure - Other Current Assets (Details) - Schedule of other current assets Sheet http://www.onds.com/role/ScheduleofothercurrentassetsTable Other Current Assets (Details) - Schedule of other current assets Details http://www.onds.com/role/OtherCurrentAssetsTables 45 false false R46.htm 045 - Disclosure - Property and Equipment (Details) Sheet http://www.onds.com/role/PropertyandEquipmentDetails Property and Equipment (Details) Details http://www.onds.com/role/PropertyandEquipmentTables 46 false false R47.htm 046 - Disclosure - Property and Equipment (Details) - Schedule of property and equipment Sheet http://www.onds.com/role/ScheduleofpropertyandequipmentTable Property and Equipment (Details) - Schedule of property and equipment Details http://www.onds.com/role/PropertyandEquipmentTables 47 false false R48.htm 047 - Disclosure - Goodwill and Business Acquisition (Details) Sheet http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails Goodwill and Business Acquisition (Details) Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 48 false false R49.htm 048 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of consideration Sheet http://www.onds.com/role/ScheduleofconsiderationTable Goodwill and Business Acquisition (Details) - Schedule of consideration Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 49 false false R50.htm 049 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of operating results Sheet http://www.onds.com/role/ScheduleofoperatingresultsTable Goodwill and Business Acquisition (Details) - Schedule of operating results Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 50 false false R51.htm 050 - Disclosure - Intangible Assets (Details) Sheet http://www.onds.com/role/IntangibleAssetsDetails Intangible Assets (Details) Details http://www.onds.com/role/IntangibleAssetsTables 51 false false R52.htm 051 - Disclosure - Intangible Assets (Details) - Schedule of finite-lived intangible assets Sheet http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable Intangible Assets (Details) - Schedule of finite-lived intangible assets Details http://www.onds.com/role/IntangibleAssetsTables 52 false false R53.htm 052 - Disclosure - Intangible Assets (Details) - Schedule of estimated amortization expense Sheet http://www.onds.com/role/ScheduleofestimatedamortizationexpenseTable Intangible Assets (Details) - Schedule of estimated amortization expense Details http://www.onds.com/role/IntangibleAssetsTables 53 false false R54.htm 053 - Disclosure - Long-Term Equity Investment (Details) Sheet http://www.onds.com/role/LongTermEquityInvestmentDetails Long-Term Equity Investment (Details) Details http://www.onds.com/role/LongTermEquityInvestment 54 false false R55.htm 054 - Disclosure - Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities Sheet http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities Details http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables 55 false false R56.htm 055 - Disclosure - Secured Promissory Notes (Details) Notes http://www.onds.com/role/SecuredPromissoryNotesDetails Secured Promissory Notes (Details) Details http://www.onds.com/role/SecuredPromissoryNotes 56 false false R57.htm 056 - Disclosure - Long-Term Notes Payable (Details) Notes http://www.onds.com/role/LongTermNotesPayableDetails Long-Term Notes Payable (Details) Details http://www.onds.com/role/LongTermNotesPayable 57 false false R58.htm 057 - Disclosure - Stockholders??? Equity (Details) Sheet http://www.onds.com/role/StockholdersEquityDetails Stockholders??? Equity (Details) Details http://www.onds.com/role/StockholdersEquityTables 58 false false R59.htm 058 - Disclosure - Stockholders??? Equity (Details) - Schedule of net proceeds of the offering Sheet http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable Stockholders??? Equity (Details) - Schedule of net proceeds of the offering Details http://www.onds.com/role/StockholdersEquityTables 59 false false R60.htm 059 - Disclosure - Stockholders??? Equity (Details) - Schedule of assumptions used in the black-scholes model Sheet http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable Stockholders??? Equity (Details) - Schedule of assumptions used in the black-scholes model Details http://www.onds.com/role/StockholdersEquityTables 60 false false R61.htm 060 - Disclosure - Stockholders??? Equity (Details) - Schedule of warrants activity Sheet http://www.onds.com/role/ScheduleofwarrantsactivityTable Stockholders??? Equity (Details) - Schedule of warrants activity Details http://www.onds.com/role/StockholdersEquityTables 61 false false R62.htm 061 - Disclosure - Stockholders??? Equity (Details) - Schedule of stock option activity Sheet http://www.onds.com/role/ScheduleofstockoptionactivityTable Stockholders??? Equity (Details) - Schedule of stock option activity Details http://www.onds.com/role/StockholdersEquityTables 62 false false R63.htm 062 - Disclosure - Segment Information (Details) - Schedule of segment information Sheet http://www.onds.com/role/ScheduleofsegmentinformationTable Segment Information (Details) - Schedule of segment information Details http://www.onds.com/role/SegmentInformationTables 63 false false R64.htm 063 - Disclosure - Income Taxes (Details) Sheet http://www.onds.com/role/IncomeTaxesDetails Income Taxes (Details) Details http://www.onds.com/role/IncomeTaxesTables 64 false false R65.htm 064 - Disclosure - Income Taxes (Details) - Schedule of provision for (benefit from) income taxes Sheet http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable Income Taxes (Details) - Schedule of provision for (benefit from) income taxes Details http://www.onds.com/role/IncomeTaxesTables 65 false false R66.htm 065 - Disclosure - Income Taxes (Details) - Schedule of deferred tax assets and liabilities Sheet http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable Income Taxes (Details) - Schedule of deferred tax assets and liabilities Details http://www.onds.com/role/IncomeTaxesTables 66 false false R67.htm 066 - Disclosure - Income Taxes (Details) - Schedule of valuation allowance Sheet http://www.onds.com/role/ScheduleofvaluationallowanceTable Income Taxes (Details) - Schedule of valuation allowance Details http://www.onds.com/role/IncomeTaxesTables 67 false false R68.htm 067 - Disclosure - Income Taxes (Details) - Schedule of provision for income taxes with the amounts Sheet http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable Income Taxes (Details) - Schedule of provision for income taxes with the amounts Details http://www.onds.com/role/IncomeTaxesTables 68 false false R69.htm 068 - Disclosure - Commitments and Contingencies (Details) Sheet http://www.onds.com/role/CommitmentsandContingenciesDetails Commitments and Contingencies (Details) Details http://www.onds.com/role/CommitmentsandContingencies 69 false false R70.htm 069 - Disclosure - Related Party Transactions (Details) Sheet http://www.onds.com/role/RelatedPartyTransactionsDetails Related Party Transactions (Details) Details http://www.onds.com/role/RelatedPartyTransactions 70 false false R71.htm 070 - Disclosure - Subsequent Events (Details) Sheet http://www.onds.com/role/SubsequentEventsDetails Subsequent Events (Details) Details http://www.onds.com/role/SubsequentEvents 71 false false All Reports Book All Reports f10k2021_ondashold.htm f10k2021ex23-1_ondas.htm f10k2021ex31-1_ondas.htm f10k2021ex31-2_ondas.htm f10k2021ex32-1_ondas.htm f10k2021ex32-2_ondas.htm onds-20211231.xsd onds-20211231_cal.xml onds-20211231_def.xml onds-20211231_lab.xml onds-20211231_pre.xml http://fasb.org/srt/2021-01-31 http://fasb.org/us-gaap/2021-01-31 http://xbrl.sec.gov/dei/2021q4 true true JSON 90 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "f10k2021_ondashold.htm": { "axisCustom": 2, "axisStandard": 24, "contextCount": 204, "dts": { "calculationLink": { "local": [ "onds-20211231_cal.xml" ] }, "definitionLink": { "local": [ "onds-20211231_def.xml" ] }, "inline": { "local": [ "f10k2021_ondashold.htm" ] }, "labelLink": { "local": [ "onds-20211231_lab.xml" ] }, "presentationLink": { "local": [ "onds-20211231_pre.xml" ] }, "schema": { "local": [ "onds-20211231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.sec.gov/dei/2021q4/dei-2021q4.xsd", "https://xbrl.sec.gov/sic/2021/sic-2021.xsd" ] } }, "elementCount": 760, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2021-01-31": 123, "http://www.onds.com/20211231": 36, "http://xbrl.sec.gov/dei/2021q4": 3, "total": 162 }, "keyCustom": 141, "keyStandard": 382, "memberCustom": 38, "memberStandard": 29, "nsprefix": "onds", "nsuri": "http://www.onds.com/20211231", "report": { "R1": { "firstAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityRegistrantName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "000 - Document - Document And Entity Information", "role": "http://www.onds.com/role/DocumentAndEntityInformation", "shortName": "Document And Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityRegistrantName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "009 - Disclosure - Property and Equipment", "role": "http://www.onds.com/role/PropertyandEquipment", "shortName": "Property and Equipment", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "010 - Disclosure - Goodwill and Business Acquisition", "role": "http://www.onds.com/role/GoodwillandBusinessAcquisition", "shortName": "Goodwill and Business Acquisition", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "011 - Disclosure - Intangible Assets", "role": "http://www.onds.com/role/IntangibleAssets", "shortName": "Intangible Assets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "012 - Disclosure - Long-Term Equity Investment", "role": "http://www.onds.com/role/LongTermEquityInvestment", "shortName": "Long-Term Equity Investment", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "013 - Disclosure - Accrued Expenses and Other Current Liabilities", "role": "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities", "shortName": "Accrued Expenses and Other Current Liabilities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "014 - Disclosure - Secured Promissory Notes", "role": "http://www.onds.com/role/SecuredPromissoryNotes", "shortName": "Secured Promissory Notes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "015 - Disclosure - Long-Term Notes Payable", "role": "http://www.onds.com/role/LongTermNotesPayable", "shortName": "Long-Term Notes Payable", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "016 - Disclosure - Stockholders\u2019 Equity", "role": "http://www.onds.com/role/StockholdersEquity", "shortName": "Stockholders\u2019 Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "017 - Disclosure - Segment Information", "role": "http://www.onds.com/role/SegmentInformation", "shortName": "Segment Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "018 - Disclosure - Income Taxes", "role": "http://www.onds.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "001 - Statement - Consolidated Balance Sheets", "role": "http://www.onds.com/role/ConsolidatedBalanceSheet", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "019 - Disclosure - Commitments and Contingencies", "role": "http://www.onds.com/role/CommitmentsandContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "020 - Disclosure - Related Party Transactions", "role": "http://www.onds.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "021 - Disclosure - Subsequent Events", "role": "http://www.onds.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "022 - Disclosure - Accounting Policies, by Policy (Policies)", "role": "http://www.onds.com/role/AccountingPoliciesByPolicy", "shortName": "Accounting Policies, by Policy (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "023 - Disclosure - Summary of Significant Account Policies (Tables)", "role": "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables", "shortName": "Summary of Significant Account Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "024 - Disclosure - Other Current Assets (Tables)", "role": "http://www.onds.com/role/OtherCurrentAssetsTables", "shortName": "Other Current Assets (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "025 - Disclosure - Property and Equipment (Tables)", "role": "http://www.onds.com/role/PropertyandEquipmentTables", "shortName": "Property and Equipment (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "026 - Disclosure - Goodwill and Business Acquisition (Tables)", "role": "http://www.onds.com/role/GoodwillandBusinessAcquisitionTables", "shortName": "Goodwill and Business Acquisition (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "027 - Disclosure - Intangible Assets (Tables)", "role": "http://www.onds.com/role/IntangibleAssetsTables", "shortName": "Intangible Assets (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherCurrentLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "028 - Disclosure - Accrued Expenses and Other Current Liabilities (Tables)", "role": "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables", "shortName": "Accrued Expenses and Other Current Liabilities (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherCurrentLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentUnamortizedDiscountNoncurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "002 - Statement - Consolidated Balance Sheets (Parentheticals)", "role": "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "shortName": "Consolidated Balance Sheets (Parentheticals)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "4", "lang": null, "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "usdPershares", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetBenefitCostsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "029 - Disclosure - Stockholders\u2019 Equity (Tables)", "role": "http://www.onds.com/role/StockholdersEquityTables", "shortName": "Stockholders\u2019 Equity (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetBenefitCostsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "030 - Disclosure - Segment Information (Tables)", "role": "http://www.onds.com/role/SegmentInformationTables", "shortName": "Segment Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "031 - Disclosure - Income Taxes (Tables)", "role": "http://www.onds.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c134", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityReverseStockSplit", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "032 - Disclosure - Description of Business and Basis of Presentation (Details)", "role": "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails", "shortName": "Description of Business and Basis of Presentation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "lang": null, "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "p", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NumberOfReportableSegments", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "033 - Disclosure - Summary of Significant Account Policies (Details)", "role": "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails", "shortName": "Summary of Significant Account Policies (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NumberOfReportableSegments", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:InventoryRawMaterials", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "034 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of inventory", "role": "http://www.onds.com/role/ScheduleofinventoryTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of inventory", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:InventoryRawMaterials", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c7", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:IncreaseDecreaseInDerivativeAssetsAndLiabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "035 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of changes in fair value associated with level 3 liabilities", "role": "http://www.onds.com/role/Scheduleofchangesinfairvalueassociatedwithlevel3liabilitiesTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of changes in fair value associated with level 3 liabilities", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c7", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:IncreaseDecreaseInDerivativeAssetsAndLiabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "036 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue", "role": "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "lang": null, "name": "onds:TimingOfRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredRevenueCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "037 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of deferred warranty activity", "role": "http://www.onds.com/role/ScheduleofdeferredwarrantyactivityTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of deferred warranty activity", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "onds:DeferredWarrantyActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c12", "decimals": "0", "lang": null, "name": "us-gaap:DeferredRevenueCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "onds:ScheduleOfLeaseCostsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "onds:OperatingLeaseExpenses", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "038 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of lease costs", "role": "http://www.onds.com/role/ScheduleofleasecostsTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of lease costs", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "onds:ScheduleOfLeaseCostsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "onds:OperatingLeaseExpenses", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "003 - Statement - Consolidated Statements of Operations", "role": "http://www.onds.com/role/ConsolidatedIncomeStatement", "shortName": "Consolidated Statements of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "lang": null, "name": "us-gaap:CostOfGoodsAndServicesSold", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "039 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of ROU lease assets and lease liabilities", "role": "http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of ROU lease assets and lease liabilities", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "onds:ScheduleOfRouLeaseAssetsAndLeaseLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "lang": null, "name": "onds:OperatingLeaseAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "onds:ScheduleOfOtherInformationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "040 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of other Information", "role": "http://www.onds.com/role/ScheduleofotherInformationTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of other Information", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "onds:ScheduleOfOtherInformationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "onds:ScheduleOfMeasurementOfLeaseLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "onds:OperatingLeasesFutureMinimumPaymentsDueInTwoYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "041 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of measurement of lease liabilities", "role": "http://www.onds.com/role/ScheduleofmeasurementofleaseliabilitiesTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of measurement of lease liabilities", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "onds:ScheduleOfMeasurementOfLeaseLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "onds:OperatingLeasesFutureMinimumPaymentsDueInTwoYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "042 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of net loss per share", "role": "http://www.onds.com/role/ScheduleofnetlosspershareTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of net loss per share", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:MajorCustomersPolicyPolicyTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c59", "decimals": "2", "first": true, "lang": null, "name": "onds:ConcentrationPercentage", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "043 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of concentration of customers", "role": "http://www.onds.com/role/ScheduleofconcentrationofcustomersTable", "shortName": "Summary of Significant Account Policies (Details) - Schedule of concentration of customers", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:MajorCustomersPolicyPolicyTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c59", "decimals": "2", "first": true, "lang": null, "name": "onds:ConcentrationPercentage", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:PrepaidInsurance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "044 - Disclosure - Other Current Assets (Details) - Schedule of other current assets", "role": "http://www.onds.com/role/ScheduleofothercurrentassetsTable", "shortName": "Other Current Assets (Details) - Schedule of other current assets", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:PrepaidInsurance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Depreciation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "045 - Disclosure - Property and Equipment (Details)", "role": "http://www.onds.com/role/PropertyandEquipmentDetails", "shortName": "Property and Equipment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c7", "decimals": "0", "lang": null, "name": "us-gaap:GoodwillWrittenOffRelatedToSaleOfBusinessUnit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "046 - Disclosure - Property and Equipment (Details) - Schedule of property and equipment", "role": "http://www.onds.com/role/ScheduleofpropertyandequipmentTable", "shortName": "Property and Equipment (Details) - Schedule of property and equipment", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionsPurchasePriceAllocationYearOfAcquisitionDescription", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "047 - Disclosure - Goodwill and Business Acquisition (Details)", "role": "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails", "shortName": "Goodwill and Business Acquisition (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionsPurchasePriceAllocationYearOfAcquisitionDescription", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:BusinessCombinationConsiderationTransferred1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "048 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of consideration", "role": "http://www.onds.com/role/ScheduleofconsiderationTable", "shortName": "Goodwill and Business Acquisition (Details) - Schedule of consideration", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:BusinessCombinationConsiderationTransferred1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c9", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "004 - Statement - Consolidated Statements of Stockholders\u2019 Equity", "role": "http://www.onds.com/role/ShareholdersEquityType2or3", "shortName": "Consolidated Statements of Stockholders\u2019 Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c9", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "srt:ScheduleOfCondensedIncomeStatementTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "049 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of operating results", "role": "http://www.onds.com/role/ScheduleofoperatingresultsTable", "shortName": "Goodwill and Business Acquisition (Details) - Schedule of operating results", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "srt:ScheduleOfCondensedIncomeStatementTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OtherDepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "050 - Disclosure - Intangible Assets (Details)", "role": "http://www.onds.com/role/IntangibleAssetsDetails", "shortName": "Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OtherDepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "051 - Disclosure - Intangible Assets (Details) - Schedule of finite-lived intangible assets", "role": "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable", "shortName": "Intangible Assets (Details) - Schedule of finite-lived intangible assets", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "052 - Disclosure - Intangible Assets (Details) - Schedule of estimated amortization expense", "role": "http://www.onds.com/role/ScheduleofestimatedamortizationexpenseTable", "shortName": "Intangible Assets (Details) - Schedule of estimated amortization expense", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c106", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockIssuedDuringPeriodSharesPurchaseOfAssets", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "053 - Disclosure - Long-Term Equity Investment (Details)", "role": "http://www.onds.com/role/LongTermEquityInvestmentDetails", "shortName": "Long-Term Equity Investment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c106", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockIssuedDuringPeriodSharesPurchaseOfAssets", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:OtherCurrentLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AccruedPayrollTaxesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "054 - Disclosure - Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities", "role": "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable", "shortName": "Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:OtherCurrentLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AccruedPayrollTaxesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LinesOfCreditCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "055 - Disclosure - Secured Promissory Notes (Details)", "role": "http://www.onds.com/role/SecuredPromissoryNotesDetails", "shortName": "Secured Promissory Notes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LinesOfCreditCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OtherLongTermInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "056 - Disclosure - Long-Term Notes Payable (Details)", "role": "http://www.onds.com/role/LongTermNotesPayableDetails", "shortName": "Long-Term Notes Payable (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OtherLongTermInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "us-gaap:PreferredStockSharesAuthorized", "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "057 - Disclosure - Stockholders\u2019 Equity (Details)", "role": "http://www.onds.com/role/StockholdersEquityDetails", "shortName": "Stockholders\u2019 Equity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c129", "decimals": "0", "lang": null, "name": "onds:CertificateOfDesignationSeriesAPreferredShares", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfNetBenefitCostsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "onds:InitialClosing", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "058 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of net proceeds of the offering", "role": "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of net proceeds of the offering", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfNetBenefitCostsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "onds:InitialClosing", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "005 - Statement - Consolidated Statements of Cash Flows", "role": "http://www.onds.com/role/ConsolidatedCashFlow", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "2", "first": true, "lang": null, "name": "onds:ShareBasedCompensationArrangementBySharesBasedPaymentAwardFairValueAssumptionsExercisePrice", "reportCount": 1, "unique": true, "unitRef": "usdPershares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "059 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of assumptions used in the black-scholes model", "role": "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of assumptions used in the black-scholes model", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "2", "first": true, "lang": null, "name": "onds:ShareBasedCompensationArrangementBySharesBasedPaymentAwardFairValueAssumptionsExercisePrice", "reportCount": 1, "unique": true, "unitRef": "usdPershares", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c174", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "060 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of warrants activity", "role": "http://www.onds.com/role/ScheduleofwarrantsactivityTable", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of warrants activity", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c174", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "onds:ScheduleOfStockOptionActivityUnderOptionTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c4", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "061 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of stock option activity", "role": "http://www.onds.com/role/ScheduleofstockoptionactivityTable", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of stock option activity", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "onds:ScheduleOfStockOptionActivityUnderOptionTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c12", "decimals": "INF", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "062 - Disclosure - Segment Information (Details) - Schedule of segment information", "role": "http://www.onds.com/role/ScheduleofsegmentinformationTable", "shortName": "Segment Information (Details) - Schedule of segment information", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "lang": null, "name": "us-gaap:DepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "-6", "first": true, "lang": null, "name": "onds:AmountOfFederalAndStateNOLs", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "063 - Disclosure - Income Taxes (Details)", "role": "http://www.onds.com/role/IncomeTaxesDetails", "shortName": "Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "-6", "first": true, "lang": null, "name": "onds:AmountOfFederalAndStateNOLs", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "p", "td", "tr", "table", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredFederalIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "064 - Disclosure - Income Taxes (Details) - Schedule of provision for (benefit from) income taxes", "role": "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable", "shortName": "Income Taxes (Details) - Schedule of provision for (benefit from) income taxes", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "td", "tr", "table", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredFederalIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsOtherLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "065 - Disclosure - Income Taxes (Details) - Schedule of deferred tax assets and liabilities", "role": "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable", "shortName": "Income Taxes (Details) - Schedule of deferred tax assets and liabilities", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c3", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsOtherLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsValuationAllowance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "066 - Disclosure - Income Taxes (Details) - Schedule of valuation allowance", "role": "http://www.onds.com/role/ScheduleofvaluationallowanceTable", "shortName": "Income Taxes (Details) - Schedule of valuation allowance", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:SummaryOfValuationAllowanceTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "0", "lang": null, "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "067 - Disclosure - Income Taxes (Details) - Schedule of provision for income taxes with the amounts", "role": "http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable", "shortName": "Income Taxes (Details) - Schedule of provision for income taxes with the amounts", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LessorOperatingLeaseDescription", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "068 - Disclosure - Commitments and Contingencies (Details)", "role": "http://www.onds.com/role/CommitmentsandContingenciesDetails", "shortName": "Commitments and Contingencies (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LessorOperatingLeaseDescription", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "006 - Disclosure - Description of Business and Basis of Presentation", "role": "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentation", "shortName": "Description of Business and Basis of Presentation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c188", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionDescriptionOfTransaction", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "069 - Disclosure - Related Party Transactions (Details)", "role": "http://www.onds.com/role/RelatedPartyTransactionsDetails", "shortName": "Related Party Transactions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c188", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionDescriptionOfTransaction", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c202", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeCashReceivedOnHedge", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "070 - Disclosure - Subsequent Events (Details)", "role": "http://www.onds.com/role/SubsequentEventsDetails", "shortName": "Subsequent Events (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "ix:continuation", "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c202", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeCashReceivedOnHedge", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "007 - Disclosure - Summary of Significant Account Policies", "role": "http://www.onds.com/role/SummaryofSignificantAccountPolicies", "shortName": "Summary of Significant Account Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherCurrentAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "008 - Disclosure - Other Current Assets", "role": "http://www.onds.com/role/OtherCurrentAssets", "shortName": "Other Current Assets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "f10k2021_ondashold.htm", "contextRef": "c0", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherCurrentAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 71, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package." } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r633" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressAddressLine2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 2 such as Street or Suite number", "label": "Entity Address, Address Line Two", "terseLabel": "Entity Address, Address Line Two" } } }, "localname": "EntityAddressAddressLine2", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityByLocationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The axis of a table defines the relationship between the domain members or categories in the table and the line items or concepts that complete the table.", "label": "Entity by Location [Axis]" } } }, "localname": "EntityByLocationAxis", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "stringItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r628" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r628" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r628" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r642" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r628" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r628" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r628" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r628" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r644" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r630", "r631", "r632" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r627" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r629" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.onds.com/role/DocumentAndEntityInformation" ], "xbrltype": "tradingSymbolItemType" }, "onds_ACustomerMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ACustomerMember", "terseLabel": "Customer A [Member]" } } }, "localname": "ACustomerMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofconcentrationofcustomersTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "domainItemType" }, "onds_AccruedBalance": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accrued balance.", "label": "AccruedBalance", "terseLabel": "Accrued balance" } } }, "localname": "AccruedBalance", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "onds_AccruedExpensesandOtherCurrentLiabilitiesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disclosure of Accrued Expenses and Other Current Liabilities [Abstract]" } } }, "localname": "AccruedExpensesandOtherCurrentLiabilitiesLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities" ], "xbrltype": "stringItemType" }, "onds_AccruedExpensesandOtherCurrentLiabilitiesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accrued Expenses and Other Current Liabilities [Table]" } } }, "localname": "AccruedExpensesandOtherCurrentLiabilitiesTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities" ], "xbrltype": "stringItemType" }, "onds_AccruedExpensesandOtherCurrentLiabilitiesTablesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accrued Expenses and Other Current Liabilities [Abstract]" } } }, "localname": "AccruedExpensesandOtherCurrentLiabilitiesTablesLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables" ], "xbrltype": "stringItemType" }, "onds_AccruedExpensesandOtherCurrentLiabilitiesTablesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accrued Expenses and Other Current Liabilities (Tables) [Table]" } } }, "localname": "AccruedExpensesandOtherCurrentLiabilitiesTablesTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables" ], "xbrltype": "stringItemType" }, "onds_AccruedInterest": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "AccruedInterest", "terseLabel": "Accrued interest" } } }, "localname": "AccruedInterest", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "onds_AdvanceDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "AdvanceDescription", "terseLabel": "Advance description" } } }, "localname": "AdvanceDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "stringItemType" }, "onds_AggregateOfShares": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "AggregateOfShares", "terseLabel": "Aggregate of shares" } } }, "localname": "AggregateOfShares", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "onds_AgreementDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "AgreementDescription", "terseLabel": "Agreement, description" } } }, "localname": "AgreementDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_AmericanRoboticsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "AmericanRoboticsMember", "terseLabel": "American Robotics [Member]" } } }, "localname": "AmericanRoboticsMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "domainItemType" }, "onds_AmountOfFederalAndStateNOLs": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of federal and state NOLs.", "label": "AmountOfFederalAndStateNOLs", "terseLabel": "Amount of federal and state NOLs" } } }, "localname": "AmountOfFederalAndStateNOLs", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "onds_AssetsAbstract0": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "AssetsAbstract0", "terseLabel": "Assets:" } } }, "localname": "AssetsAbstract0", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable" ], "xbrltype": "stringItemType" }, "onds_BCustomerMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "BCustomerMember", "terseLabel": "Customer B [Member]" } } }, "localname": "BCustomerMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofconcentrationofcustomersTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "domainItemType" }, "onds_BaseRatePerMonth": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of base rate per month.", "label": "BaseRatePerMonth", "terseLabel": "Base rate per month" } } }, "localname": "BaseRatePerMonth", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "onds_BaseStationsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "BaseStationsMember", "terseLabel": "Base stations [Member]" } } }, "localname": "BaseStationsMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "onds_BusinessCombinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "BusinessCombinationMember", "terseLabel": "Business Combination[Member]" } } }, "localname": "BusinessCombinationMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "onds_CashDisbursementOnNoteReceivable": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash disbursement on note receivable.", "label": "CashDisbursementOnNoteReceivable", "negatedLabel": "Cash disbursement on note receivable" } } }, "localname": "CashDisbursementOnNoteReceivable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "onds_CertificateOfDesignationSeriesAPreferredShares": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CertificateOfDesignationSeriesAPreferredShares", "terseLabel": "Certificate of designation series A preferred stock" } } }, "localname": "CertificateOfDesignationSeriesAPreferredShares", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "onds_ChangeInValuationAllowance": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Change in valuation allowance.", "label": "ChangeInValuationAllowance", "terseLabel": "Change in valuation allowance" } } }, "localname": "ChangeInValuationAllowance", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable" ], "xbrltype": "percentItemType" }, "onds_CommitmentsandContingenciesDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies (Details) [Line Items]" } } }, "localname": "CommitmentsandContingenciesDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "stringItemType" }, "onds_CommitmentsandContingenciesDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies (Details) [Table]" } } }, "localname": "CommitmentsandContingenciesDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "stringItemType" }, "onds_CommonStockWarrantsAndForgivenessOfNoteReceivable": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Common stock, warrants and forgiveness of note receivable.", "label": "CommonStockWarrantsAndForgivenessOfNoteReceivable", "terseLabel": "Common stock, warrants and forgiveness of note receivable in relation to acquisition of American Robotics" } } }, "localname": "CommonStockWarrantsAndForgivenessOfNoteReceivable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "onds_ComponentsOfTotalLeaseCostsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ComponentsOfTotalLeaseCostsAbstract", "terseLabel": "Components of total lease costs:" } } }, "localname": "ComponentsOfTotalLeaseCostsAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofleasecostsTable" ], "xbrltype": "stringItemType" }, "onds_ConcentrationOfCustomerPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy of concentration of customer.", "label": "ConcentrationOfCustomerPolicyTextBlock", "terseLabel": "Concentration of Customers" } } }, "localname": "ConcentrationOfCustomerPolicyTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "onds_ConcentrationPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the divisions.", "label": "ConcentrationPercentage", "terseLabel": "Concentration Percentage" } } }, "localname": "ConcentrationPercentage", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofconcentrationofcustomersTable" ], "xbrltype": "percentItemType" }, "onds_ConcentrationRiskPercentages": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the divisions.", "label": "ConcentrationRiskPercentages", "terseLabel": "Accounts receivable percentage" } } }, "localname": "ConcentrationRiskPercentages", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "percentItemType" }, "onds_ConsultantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ConsultantMember", "terseLabel": "Consultant [Member]" } } }, "localname": "ConsultantMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "onds_CostsAssociatedWithPublicOffering": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other offering costs.", "label": "CostsAssociatedWithPublicOffering", "terseLabel": "Other offering costs" } } }, "localname": "CostsAssociatedWithPublicOffering", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable" ], "xbrltype": "monetaryItemType" }, "onds_CurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CurrentAbstract", "terseLabel": "Current" } } }, "localname": "CurrentAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "stringItemType" }, "onds_DebtInstrumentMaturityDates": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.", "label": "DebtInstrumentMaturityDates", "terseLabel": "Maturity date" } } }, "localname": "DebtInstrumentMaturityDates", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "dateItemType" }, "onds_DeferredAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DeferredAbstract", "terseLabel": "Deferred" } } }, "localname": "DeferredAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "stringItemType" }, "onds_DeferredOfferingCostsPoliciesTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policies for deferred offering costs.", "label": "DeferredOfferingCostsPoliciesTextBlock", "terseLabel": "Deferred Offering Costs" } } }, "localname": "DeferredOfferingCostsPoliciesTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "onds_DeferredTaxAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DeferredTaxAssetsAbstract", "terseLabel": "Deferred Tax Assets:" } } }, "localname": "DeferredTaxAssetsAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "stringItemType" }, "onds_DeferredTaxLiabilityAmortization": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of amortization.", "label": "DeferredTaxLiabilityAmortization", "terseLabel": "Amortization" } } }, "localname": "DeferredTaxLiabilityAmortization", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_DeferredTaxLiabilityDepreciation": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of depreciation.", "label": "DeferredTaxLiabilityDepreciation", "terseLabel": "Depreciation" } } }, "localname": "DeferredTaxLiabilityDepreciation", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_DeferredWarrantyActivityTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the deferred warranty activity.", "label": "DeferredWarrantyActivityTableTextBlock", "terseLabel": "Schedule of deferred warranty activity" } } }, "localname": "DeferredWarrantyActivityTableTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "onds_DescriptionOfOperationLeases": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DescriptionOfOperationLeases", "terseLabel": "Description of operation leases" } } }, "localname": "DescriptionOfOperationLeases", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "stringItemType" }, "onds_DescriptionOfOperationLeases1": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DescriptionOfOperationLeases1", "terseLabel": "Description Of operation leases, one" } } }, "localname": "DescriptionOfOperationLeases1", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "stringItemType" }, "onds_DescriptionOfOperationLeases2": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DescriptionOfOperationLeases2", "terseLabel": "Description Of operation leases, two" } } }, "localname": "DescriptionOfOperationLeases2", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "stringItemType" }, "onds_DescriptionOfPaycheckProtectionProgramLoan": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of paycheck protection program loan.", "label": "DescriptionOfPaycheckProtectionProgramLoan", "terseLabel": "Description of paycheck protection program loan" } } }, "localname": "DescriptionOfPaycheckProtectionProgramLoan", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "stringItemType" }, "onds_DescriptionOfPaymentOfQuarterlyGrossRevenue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of payment of quarterly gross revenue.", "label": "DescriptionOfPaymentOfQuarterlyGrossRevenue", "terseLabel": "Description of payment of quarterly gross revenue" } } }, "localname": "DescriptionOfPaymentOfQuarterlyGrossRevenue", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "stringItemType" }, "onds_DescriptionOfRestrictedStockUnits": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DescriptionOfRestrictedStockUnits", "terseLabel": "Description of restricted stock units" } } }, "localname": "DescriptionOfRestrictedStockUnits", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_DescriptionofBusinessandBasisofPresentationDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Description of Business and Basis of Presentation (Details) [Line Items]" } } }, "localname": "DescriptionofBusinessandBasisofPresentationDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "onds_DescriptionofBusinessandBasisofPresentationDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Description of Business and Basis of Presentation (Details) [Table]" } } }, "localname": "DescriptionofBusinessandBasisofPresentationDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "onds_DevelopmentEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DevelopmentEquipmentMember", "terseLabel": "Development equipment [Member]" } } }, "localname": "DevelopmentEquipmentMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "onds_DevelopmentRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DevelopmentRevenueMember", "terseLabel": "Development revenue [Member]" } } }, "localname": "DevelopmentRevenueMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "domainItemType" }, "onds_DirectorsAndOfficersInsuranceFinancingPayable": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable": { "order": 2.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of directors and officers financing payable.", "label": "DirectorsAndOfficersInsuranceFinancingPayable", "terseLabel": "D&O insurance financing payable" } } }, "localname": "DirectorsAndOfficersInsuranceFinancingPayable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_DisaggregationsOfRevenueTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the disaggregations of revenue.", "label": "DisaggregationsOfRevenueTableTextBlock", "terseLabel": "Schedule of disaggregation of revenue" } } }, "localname": "DisaggregationsOfRevenueTableTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "onds_DocumentAndEntityInformationAbstract": { "auth_ref": [], "localname": "DocumentAndEntityInformationAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_DronesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "DronesMember", "terseLabel": "Drones [Member]" } } }, "localname": "DronesMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "onds_EffectiveConversionPrice": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "EffectiveConversionPrice", "terseLabel": "Effective conversion price (in Dollars)" } } }, "localname": "EffectiveConversionPrice", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "onds_EffectiveIncomeTaxRateReconciliationAtFederalTrueUps": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "EffectiveIncomeTaxRateReconciliationAtFederalTrueUps", "terseLabel": "Federal True Ups" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalTrueUps", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable" ], "xbrltype": "percentItemType" }, "onds_EmployeeReductionDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee reduction, description.", "label": "EmployeeReductionDescription", "terseLabel": "Employee reduction, description" } } }, "localname": "EmployeeReductionDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "onds_EntityByLocationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "EntityByLocation [Domain]" } } }, "localname": "EntityByLocationDomain", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "domainItemType" }, "onds_EquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "EquityIncentivePlanMember", "terseLabel": "2018 Equity Incentive Plan [Member]", "verboseLabel": "Equity Incentive Plan [Member]" } } }, "localname": "EquityIncentivePlanMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "onds_ExpirationDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ExpirationDescription", "terseLabel": "Expiration, description" } } }, "localname": "ExpirationDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "onds_FAAWaiverMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "FAAWaiverMember", "terseLabel": "FAA Waiver [Member]" } } }, "localname": "FAAWaiverMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "onds_FairValueInputsLongTermRevenueGrowthRates": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of assumed long-term growth in revenues, used as an input to measure fair value.", "label": "FairValueInputsLongTermRevenueGrowthRates", "terseLabel": "Revenues, percentage" } } }, "localname": "FairValueInputsLongTermRevenueGrowthRates", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "percentItemType" }, "onds_FairValueOfDerivativeLiability": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 4.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of fair value of derivative liability.", "label": "FairValueOfDerivativeLiability", "negatedLabel": "Change in fair value of derivative liability" } } }, "localname": "FairValueOfDerivativeLiability", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "onds_FederalResearchAndDevelopmentCredits": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "FederalResearchAndDevelopmentCredits", "terseLabel": "Federal research and development credits" } } }, "localname": "FederalResearchAndDevelopmentCredits", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "onds_FederallyInsuredLimit": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Excess of federally insured limits.", "label": "FederallyInsuredLimit", "terseLabel": "Federally insured limits" } } }, "localname": "FederallyInsuredLimit", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "onds_FinalPayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of final amount.", "label": "FinalPayment", "terseLabel": "Final payment" } } }, "localname": "FinalPayment", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "onds_ForgivenessOfAccruedOfficersSalary": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "ForgivenessOfAccruedOfficersSalary", "terseLabel": "Forgiveness of accrued officer\u2019s salary" } } }, "localname": "ForgivenessOfAccruedOfficersSalary", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "onds_FullyVestedWarrantTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fully vested warrant term.", "label": "FullyVestedWarrantTerm", "terseLabel": "Fully vested warrant term" } } }, "localname": "FullyVestedWarrantTerm", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "durationItemType" }, "onds_FundingInLoanFacilityCharges": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "FundingInLoanFacilityCharges", "terseLabel": "Funding in loan facility charges" } } }, "localname": "FundingInLoanFacilityCharges", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "onds_FurloughedWorkforceDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The description related to furloughed workforce description.", "label": "FurloughedWorkforceDescription", "terseLabel": "Description of business activity" } } }, "localname": "FurloughedWorkforceDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "onds_GeneratingNetProceeds": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Generating net proceeds.", "label": "GeneratingNetProceeds", "terseLabel": "Generating net proceeds" } } }, "localname": "GeneratingNetProceeds", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "onds_GibraltarSubleaseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "GibraltarSubleaseMember", "terseLabel": "Gibraltar Sublease [Member]" } } }, "localname": "GibraltarSubleaseMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "domainItemType" }, "onds_GoodwillandBusinessAcquisitionDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Business Acquisition (Details) [Line Items]" } } }, "localname": "GoodwillandBusinessAcquisitionDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "stringItemType" }, "onds_GoodwillandBusinessAcquisitionDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Business Acquisition (Details) [Table]" } } }, "localname": "GoodwillandBusinessAcquisitionDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "stringItemType" }, "onds_GrossProceedsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "GrossProceedsAbstract", "terseLabel": "Gross Proceeds:" } } }, "localname": "GrossProceedsAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable" ], "xbrltype": "stringItemType" }, "onds_IncentiveStockPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "IncentiveStockPlanMember", "terseLabel": "Incentive Stock Plan [Member]" } } }, "localname": "IncentiveStockPlanMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "domainItemType" }, "onds_IncomeTaxesDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Taxes (Details) [Line Items]" } } }, "localname": "IncomeTaxesDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "onds_IncomeTaxesDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Taxes (Details) [Table]" } } }, "localname": "IncomeTaxesDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "onds_IncreaseDecreaseOperatingLeaseLiabilities": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities that result from activities that generate operating income.", "label": "IncreaseDecreaseOperatingLeaseLiabilities", "terseLabel": "Operating lease liability" } } }, "localname": "IncreaseDecreaseOperatingLeaseLiabilities", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "onds_InitialClosing": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of initial closing.", "label": "InitialClosing", "terseLabel": "Initial Closing" } } }, "localname": "InitialClosing", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable" ], "xbrltype": "monetaryItemType" }, "onds_IntangibleAssetTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "IntangibleAssetTerm", "terseLabel": "Intangible asset term" } } }, "localname": "IntangibleAssetTerm", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "onds_InterestConvertedToDebt": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Interest converted to debt.", "label": "InterestConvertedToDebt", "terseLabel": "Accrued interest converted to debt" } } }, "localname": "InterestConvertedToDebt", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "onds_IssuanceInConnectionWithConversionOfSeriesAinShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Issuance in connection with conversion of Series A (in Shares).", "label": "IssuanceInConnectionWithConversionOfSeriesAinShares", "terseLabel": "Mandatory conversion of Series A (in Shares)" } } }, "localname": "IssuanceInConnectionWithConversionOfSeriesAinShares", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "onds_IssuanceInConnectionWithExtensionOfDebt": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Issuance in connection with extension of debt.", "label": "IssuanceInConnectionWithExtensionOfDebt", "terseLabel": "Issuance in connection with extension of debt" } } }, "localname": "IssuanceInConnectionWithExtensionOfDebt", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "onds_IssuanceInConnectionWithExtensionOfDebtinShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Issuance in connection with extension of debt (in Shares).", "label": "IssuanceInConnectionWithExtensionOfDebtinShares", "terseLabel": "Issuance in connection with extension of debt (in Shares)" } } }, "localname": "IssuanceInConnectionWithExtensionOfDebtinShares", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "onds_IssuanceOfSeriesAInConnectionExchangeForDebt": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Issuance of Series A in connection exchange for debt.", "label": "IssuanceOfSeriesAInConnectionExchangeForDebt", "terseLabel": "Issuance of Series A in connection with exchange of debt" } } }, "localname": "IssuanceOfSeriesAInConnectionExchangeForDebt", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "onds_IssuanceOfSeriesAInConnectionExchangeForDebtinShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Issuance of Series A in connection exchange for debt (in Shares).", "label": "IssuanceOfSeriesAInConnectionExchangeForDebtinShares", "terseLabel": "Issuance of Series A in connection with exchange of debt (in Shares)" } } }, "localname": "IssuanceOfSeriesAInConnectionExchangeForDebtinShares", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "onds_IssuanceOfSeriesAInConnectionWithPrivatePlacementNetOfCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Issuance of Series A in connection with private placement, net of costs.", "label": "IssuanceOfSeriesAInConnectionWithPrivatePlacementNetOfCosts", "terseLabel": "Issuance of Series A in connection with private placement, net of costs" } } }, "localname": "IssuanceOfSeriesAInConnectionWithPrivatePlacementNetOfCosts", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "onds_IssuanceOfSeriesAInConnectionWithPrivatePlacementNetOfCostsinShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Issuance of Series A in connection with private placement, net of costs (in Shares).", "label": "IssuanceOfSeriesAInConnectionWithPrivatePlacementNetOfCostsinShares", "terseLabel": "Issuance of Series A in connection with private placement, net of costs (in Shares)" } } }, "localname": "IssuanceOfSeriesAInConnectionWithPrivatePlacementNetOfCostsinShares", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "onds_IssuanceOfSharesInPrivatePlacementInShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of issuance of shares in private placement.", "label": "IssuanceOfSharesInPrivatePlacementInShares", "terseLabel": "Shares issued in public offering, net of costs (in Shares)" } } }, "localname": "IssuanceOfSharesInPrivatePlacementInShares", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "onds_IssuanceOfVestedStockOptionsInConnectionWithAcquisitionOfAmericanRoboticsInc": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of shares of stock issued attributable to transactions classified as other.", "label": "IssuanceOfVestedStockOptionsInConnectionWithAcquisitionOfAmericanRoboticsInc", "terseLabel": "Issuance of vested stock options in connection with acquisition of American Robotics, Inc." } } }, "localname": "IssuanceOfVestedStockOptionsInConnectionWithAcquisitionOfAmericanRoboticsInc", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "onds_IssuanceOfWarrantsInConnectionWithAcquisitionOfAmericanRoboticsInc": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of warrants issued pursuant to acquisitions during the period.", "label": "IssuanceOfWarrantsInConnectionWithAcquisitionOfAmericanRoboticsInc", "terseLabel": "Issuance of warrants in connection with acquisition of American Robotics, Inc." } } }, "localname": "IssuanceOfWarrantsInConnectionWithAcquisitionOfAmericanRoboticsInc", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "onds_LeaseImputedInterest": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Lease imputed interest.", "label": "LeaseImputedInterest", "terseLabel": "Lease imputed interest" } } }, "localname": "LeaseImputedInterest", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofmeasurementofleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_LessAccumulatedDepreciation": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical asset excluding assets held under lease agreements used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "LessAccumulatedDepreciation", "negatedLabel": "Less: accumulated depreciation" } } }, "localname": "LessAccumulatedDepreciation", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "monetaryItemType" }, "onds_LoanAndSecurityAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "LoanAndSecurityAgreementMember", "terseLabel": "Loan And Security Agreement [Member]", "verboseLabel": "Loan And Security Agreement Member" } } }, "localname": "LoanAndSecurityAgreementMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "domainItemType" }, "onds_LongTermEquityInvestmentDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Investment [Abstract]" } } }, "localname": "LongTermEquityInvestmentDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "xbrltype": "stringItemType" }, "onds_LongTermEquityInvestmentDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-Term Equity Investment (Details) [Table]" } } }, "localname": "LongTermEquityInvestmentDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "xbrltype": "stringItemType" }, "onds_LongTermEquityInvestmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disclosure of Investment [Abstract]" } } }, "localname": "LongTermEquityInvestmentLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestment" ], "xbrltype": "stringItemType" }, "onds_LongTermEquityInvestmentTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-Term Equity Investment [Table]" } } }, "localname": "LongTermEquityInvestmentTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestment" ], "xbrltype": "stringItemType" }, "onds_LongTermNotesPayableDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-Term Notes Payable (Details) [Line Items]" } } }, "localname": "LongTermNotesPayableDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "stringItemType" }, "onds_LongTermNotesPayableDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-Term Notes Payable (Details) [Table]" } } }, "localname": "LongTermNotesPayableDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "stringItemType" }, "onds_MrBrockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "MrBrockMember", "terseLabel": "Mr. Brock [Member]" } } }, "localname": "MrBrockMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "onds_MrBusheyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "MrBusheyMember", "terseLabel": "Mr. Bushey [Member]" } } }, "localname": "MrBusheyMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "onds_MrKantorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "MrKantorMember", "terseLabel": "Mr. Kantor [Member]" } } }, "localname": "MrKantorMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "onds_NetOperatingLoss": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net operating loss.", "label": "NetOperatingLoss", "terseLabel": "Net operating loss carryforwards" } } }, "localname": "NetOperatingLoss", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "onds_NetOtherChanges": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of net other changes.", "label": "NetOtherChanges", "terseLabel": "Net other changes" } } }, "localname": "NetOtherChanges", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "onds_NewAccountingPronouncementsIssuedPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "NewAccountingPronouncementsIssuedPolicyPolicyTextBlock", "terseLabel": "Recently Issued Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsIssuedPolicyPolicyTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "onds_NonCompeteAgreementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NonCompeteAgreementsMember", "terseLabel": "Non-Compete Agreements [Member]" } } }, "localname": "NonCompeteAgreementsMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "onds_NumberOfCustomers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of customers.", "label": "NumberOfCustomers", "terseLabel": "Number of customers" } } }, "localname": "NumberOfCustomers", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "integerItemType" }, "onds_NumberOfSharesUnderOptionExercised": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Shares Under Option, Exercised.", "label": "NumberOfSharesUnderOptionExercised", "terseLabel": "Number of Shares Under Option, Exercised" } } }, "localname": "NumberOfSharesUnderOptionExercised", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "sharesItemType" }, "onds_NumberOfSharesUnderOptionExpired": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Shares Under Option,Expired.", "label": "NumberOfSharesUnderOptionExpired", "terseLabel": "Number of Shares Under Option,Expired" } } }, "localname": "NumberOfSharesUnderOptionExpired", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "sharesItemType" }, "onds_NumberOfSharesUnderOptionTerminated": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Shares Under Option, Terminated.", "label": "NumberOfSharesUnderOptionTerminated", "terseLabel": "Number of Shares Under Option, Terminated" } } }, "localname": "NumberOfSharesUnderOptionTerminated", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "sharesItemType" }, "onds_NumberOfSharesUnderOptionVestedAndExercisableinDollarsPerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Shares Under Option, Vested and Exercisable", "label": "NumberOfSharesUnderOptionVestedAndExercisableinDollarsPerShare", "terseLabel": "Number of Shares Under Option, Vested and Exercisable" } } }, "localname": "NumberOfSharesUnderOptionVestedAndExercisableinDollarsPerShare", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "sharesItemType" }, "onds_NumberOfSharesUnderWarrantCanceled": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Shares Under Warrant, Canceled.", "label": "NumberOfSharesUnderWarrantCanceled", "terseLabel": "Number of Shares Under Warrant, Canceled" } } }, "localname": "NumberOfSharesUnderWarrantCanceled", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "sharesItemType" }, "onds_OfferingCostsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "OfferingCostsAbstract", "terseLabel": "Offering Costs:" } } }, "localname": "OfferingCostsAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable" ], "xbrltype": "stringItemType" }, "onds_OndasNetworkLimitedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "OndasNetworkLimitedMember", "terseLabel": "Ondas Network Limited [Member]" } } }, "localname": "OndasNetworkLimitedMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "onds_OndasNetworksMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "OndasNetworksMember", "terseLabel": "Ondas Networks [Member]" } } }, "localname": "OndasNetworksMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "domainItemType" }, "onds_OperatingLeaseAsset": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease asset for the period.", "label": "OperatingLeaseAsset", "terseLabel": "Total lease assets" } } }, "localname": "OperatingLeaseAsset", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeaseExpenses": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "OperatingLeaseExpenses", "terseLabel": "Operating lease expense" } } }, "localname": "OperatingLeaseExpenses", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofleasecostsTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeaseLiabilitiesCurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating leases, classified as current.", "label": "OperatingLeaseLiabilitiesCurrent", "terseLabel": "Operating lease liabilities, current" } } }, "localname": "OperatingLeaseLiabilitiesCurrent", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeaseLiabilityTotal": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "OperatingLeaseLiabilityTotal", "terseLabel": "Total" } } }, "localname": "OperatingLeaseLiabilityTotal", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofmeasurementofleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeaseRightOfUseAssets": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Right of use asset\r \n.", "label": "OperatingLeaseRightOfUseAssets", "terseLabel": "Right of use asset" } } }, "localname": "OperatingLeaseRightOfUseAssets", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeasesFutureMinimumPaymentsDu": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one years.", "label": "OperatingLeasesFutureMinimumPaymentsDu", "terseLabel": "Total future minimum lease payments" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDu", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofmeasurementofleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeasesFutureMinimumPaymentsDueInFourYear": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of required minimum rental payments for operating lease having an initial or remaining non-cancelable lease term in excess of one year due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "OperatingLeasesFutureMinimumPaymentsDueInFourYear", "terseLabel": "2024" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInFourYear", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofmeasurementofleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeasesFutureMinimumPaymentsDueInThreeYear": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of required minimum rental payment for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "OperatingLeasesFutureMinimumPaymentsDueInThreeYear", "terseLabel": "2023" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInThreeYear", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofmeasurementofleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeasesFutureMinimumPaymentsDueInTwoYear": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "OperatingLeasesFutureMinimumPaymentsDueInTwoYear", "terseLabel": "2022" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInTwoYear", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofmeasurementofleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_OperatingLeasesRentExpenseSubleaseRentals": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of sublease rental income recognized during the period that reduces the entity's rent expense incurred under operating leases.", "label": "OperatingLeasesRentExpenseSubleaseRentals", "negatedLabel": "Sublease rental income" } } }, "localname": "OperatingLeasesRentExpenseSubleaseRentals", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofleasecostsTable" ], "xbrltype": "monetaryItemType" }, "onds_OtherCurrentAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disclosure of Other Current Assets [Abstract]" } } }, "localname": "OtherCurrentAssetsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/OtherCurrentAssets" ], "xbrltype": "stringItemType" }, "onds_OtherCurrentAssetsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Current Assets [Table]" } } }, "localname": "OtherCurrentAssetsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/OtherCurrentAssets" ], "xbrltype": "stringItemType" }, "onds_OtherCurrentAssetsTablesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Current Assets [Abstract]" } } }, "localname": "OtherCurrentAssetsTablesLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/OtherCurrentAssetsTables" ], "xbrltype": "stringItemType" }, "onds_OtherCurrentAssetsTablesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Current Assets (Tables) [Table]" } } }, "localname": "OtherCurrentAssetsTablesTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/OtherCurrentAssetsTables" ], "xbrltype": "stringItemType" }, "onds_OtherFinancingAgreementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "OtherFinancingAgreementsMember", "terseLabel": "Other Financing Agreements [Member]" } } }, "localname": "OtherFinancingAgreementsMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "onds_OtherLongtermAssets": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 6.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of other long-term assets.", "label": "OtherLongtermAssets", "terseLabel": "Other long-term assets" } } }, "localname": "OtherLongtermAssets", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "onds_OtherRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "OtherRevenueMember", "terseLabel": "Other revenue [Member]" } } }, "localname": "OtherRevenueMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "domainItemType" }, "onds_OutstandingPrincipalPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding principal, percentage.", "label": "OutstandingPrincipalPercentage", "terseLabel": "Outstanding principal, percentage" } } }, "localname": "OutstandingPrincipalPercentage", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "percentItemType" }, "onds_PatentsInProcessMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "PatentsInProcessMember", "terseLabel": "Patents in Process [Member]" } } }, "localname": "PatentsInProcessMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "onds_PaycheckProtectionProgramLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "PaycheckProtectionProgramLoanMember", "terseLabel": "Paycheck Protection Program Loan [Member]" } } }, "localname": "PaycheckProtectionProgramLoanMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "domainItemType" }, "onds_PercentageOfLoanFacility": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "PercentageOfLoanFacility", "terseLabel": "Percentage of loan facility" } } }, "localname": "PercentageOfLoanFacility", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "percentItemType" }, "onds_PercentageOfPremiumStock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "PercentageOfPremiumStock", "terseLabel": "Percentage of premium" } } }, "localname": "PercentageOfPremiumStock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "percentItemType" }, "onds_PercentageOfWorkforce": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of workforce.", "label": "PercentageOfWorkforce", "terseLabel": "Percentage of workforce" } } }, "localname": "PercentageOfWorkforce", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "percentItemType" }, "onds_PercentagePurchasePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "PercentagePurchasePrice", "terseLabel": "Percentage purchase price" } } }, "localname": "PercentagePurchasePrice", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "percentItemType" }, "onds_PlacementAgentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "PlacementAgentMember", "terseLabel": "Placement Agent [Member]" } } }, "localname": "PlacementAgentMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "onds_PreferredStockDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred stock description.", "label": "PreferredStockDescription", "terseLabel": "Preferred stock description" } } }, "localname": "PreferredStockDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_PreferredStockValue1": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "PreferredStockValue1", "terseLabel": "Preferred stock, Series A - par value $0.0001; 5,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively, and none issued or outstanding at December 31, 2021 and December 31, 2020, respectively" } } }, "localname": "PreferredStockValue1", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "onds_PremiumPurchasePrice": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "PremiumPurchasePrice", "terseLabel": "Purchase price (in Dollars)" } } }, "localname": "PremiumPurchasePrice", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "onds_PrincipalAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The principal amount.", "label": "PrincipalAmount", "terseLabel": "Principal amount" } } }, "localname": "PrincipalAmount", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "onds_ProceedsFromPPPLoan": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Proceeds from PPP Loan.", "label": "ProceedsFromPPPLoan", "terseLabel": "Proceeds from paycheck protection program loan" } } }, "localname": "ProceedsFromPPPLoan", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "onds_ProductOrServicesAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ProductOrServicesAxis", "terseLabel": "Product Or Service [Axis]" } } }, "localname": "ProductOrServicesAxis", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "stringItemType" }, "onds_ProductOrServicesDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ProductOrServices [Domain]" } } }, "localname": "ProductOrServicesDomain", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "domainItemType" }, "onds_ProductRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ProductRevenueMember", "terseLabel": "Product revenue [Member]" } } }, "localname": "ProductRevenueMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "domainItemType" }, "onds_PublicOfferingDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public offering description.", "label": "PublicOfferingDescription", "terseLabel": "Public offering, description" } } }, "localname": "PublicOfferingDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_ReclassificationToAdditionalPaidInCapital": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reclassification to additional paid in capital.", "label": "ReclassificationToAdditionalPaidInCapital", "terseLabel": "Reclassification to additional paid in capital" } } }, "localname": "ReclassificationToAdditionalPaidInCapital", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/Scheduleofchangesinfairvalueassociatedwithlevel3liabilitiesTable" ], "xbrltype": "monetaryItemType" }, "onds_RecognizedLossOfIntangibleAsset": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "RecognizedLossOfIntangibleAsset", "terseLabel": "Recognized loss intangible asset" } } }, "localname": "RecognizedLossOfIntangibleAsset", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "onds_ReductionInAdditionalPaidinCapital": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reduction in additional paid-in capital.", "label": "ReductionInAdditionalPaidinCapital", "terseLabel": "Additional paid-in capital" } } }, "localname": "ReductionInAdditionalPaidinCapital", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "onds_ReductionInDeferredLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of reduction in deferred liability.", "label": "ReductionInDeferredLiability", "terseLabel": "Reduction in deferred liability" } } }, "localname": "ReductionInDeferredLiability", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "onds_ReimbursementOfTransactionExpenses": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "ReimbursementOfTransactionExpenses", "terseLabel": "Reimbursement of transaction expenses (in Dollars)" } } }, "localname": "ReimbursementOfTransactionExpenses", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "onds_RelatedPartyTransactionsDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions (Details) [Line Items]" } } }, "localname": "RelatedPartyTransactionsDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "stringItemType" }, "onds_RelatedPartyTransactionsDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions (Details) [Table]" } } }, "localname": "RelatedPartyTransactionsDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "stringItemType" }, "onds_RentExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "RentExpense", "terseLabel": "Rent expense" } } }, "localname": "RentExpense", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "monetaryItemType" }, "onds_RestrictedStockUnitsDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restricted stock units description.", "label": "RestrictedStockUnitsDescription", "terseLabel": "Restricted stock units description" } } }, "localname": "RestrictedStockUnitsDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_RevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "RevenueMember", "terseLabel": "Revenue [Member]" } } }, "localname": "RevenueMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "domainItemType" }, "onds_RevenueRecognizedOverTimeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "RevenueRecognizedOverTimeMember", "terseLabel": "Revenue recognized over time [Member]" } } }, "localname": "RevenueRecognizedOverTimeMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "domainItemType" }, "onds_RevenueRecognizedPointInTimeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "RevenueRecognizedPointInTimeMember", "terseLabel": "Revenue recognized point in time [Member]" } } }, "localname": "RevenueRecognizedPointInTimeMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "domainItemType" }, "onds_ReverseStockSplitMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ReverseStockSplitMember", "terseLabel": "Reverse Stock Split [Member]" } } }, "localname": "ReverseStockSplitMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "onds_ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of accrued expenses and other current liabilities [Abstract]" } } }, "localname": "ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfAssumptionsUsedInTheBlackScholesModelAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of assumptions used in the black-scholes model [Abstract]" } } }, "localname": "ScheduleOfAssumptionsUsedInTheBlackScholesModelAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfChangesInFairValueAssociatedWithLevel3LiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of changes in fair value associated with level 3 liabilities [Abstract]" } } }, "localname": "ScheduleOfChangesInFairValueAssociatedWithLevel3LiabilitiesAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfConcentrationOfCustomersAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of concentration of customers [Abstract]" } } }, "localname": "ScheduleOfConcentrationOfCustomersAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfConsiderationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of consideration [Abstract]" } } }, "localname": "ScheduleOfConsiderationAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfDeferredTaxAssetsAndLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of deferred tax assets and liabilities [Abstract]" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfDeferredWarrantyActivityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of deferred warranty activity [Abstract]" } } }, "localname": "ScheduleOfDeferredWarrantyActivityAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfDisaggregationOfRevenueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of disaggregation of revenue [Abstract]" } } }, "localname": "ScheduleOfDisaggregationOfRevenueAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfEstimatedAmortizationExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of estimated amortization expense [Abstract]" } } }, "localname": "ScheduleOfEstimatedAmortizationExpenseAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfFiniteLivedIntangibleAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of finite-lived intangible assets [Abstract]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfInventoryAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of inventory [Abstract]" } } }, "localname": "ScheduleOfInventoryAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfLeaseCostsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of lease costs [Abstract]" } } }, "localname": "ScheduleOfLeaseCostsAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfLeaseCostsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the lease costs.", "label": "ScheduleOfLeaseCostsTableTextBlock", "terseLabel": "Schedule of lease costs" } } }, "localname": "ScheduleOfLeaseCostsTableTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "onds_ScheduleOfMeasurementOfLeaseLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of measurement of lease liabilities [Abstract]" } } }, "localname": "ScheduleOfMeasurementOfLeaseLiabilitiesAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfMeasurementOfLeaseLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ScheduleOfMeasurementOfLeaseLiabilitiesTableTextBlock", "terseLabel": "Schedule of measurement of lease liabilities" } } }, "localname": "ScheduleOfMeasurementOfLeaseLiabilitiesTableTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "onds_ScheduleOfNetLossPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of net loss per share [Abstract]" } } }, "localname": "ScheduleOfNetLossPerShareAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfNetProceedsOfTheOfferingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of net proceeds of the offering [Abstract]" } } }, "localname": "ScheduleOfNetProceedsOfTheOfferingAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfOperatingResultsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of operating results [Abstract]" } } }, "localname": "ScheduleOfOperatingResultsAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfOtherCurrentAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of other current assets [Abstract]" } } }, "localname": "ScheduleOfOtherCurrentAssetsAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfOtherInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of other Information [Abstract]" } } }, "localname": "ScheduleOfOtherInformationAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfOtherInformationTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Other Information Table Text Block.", "label": "ScheduleOfOtherInformationTableTextBlock", "terseLabel": "Schedule of other Information" } } }, "localname": "ScheduleOfOtherInformationTableTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "onds_ScheduleOfPropertyAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of property and equipment [Abstract]" } } }, "localname": "ScheduleOfPropertyAndEquipmentAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfProvisionForBenefitFromIncomeTaxesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of provision for (benefit from) income taxes [Abstract]" } } }, "localname": "ScheduleOfProvisionForBenefitFromIncomeTaxesAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfProvisionForIncomeTaxesWithTheAmountsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of provision for income taxes with the amounts [Abstract]" } } }, "localname": "ScheduleOfProvisionForIncomeTaxesWithTheAmountsAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfRouLeaseAssetsAndLeaseLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of ROU lease assets and lease liabilities [Abstract]" } } }, "localname": "ScheduleOfRouLeaseAssetsAndLeaseLiabilitiesAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfRouLeaseAssetsAndLeaseLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the rou lease assets and lease liabilities.", "label": "ScheduleOfRouLeaseAssetsAndLeaseLiabilitiesTableTextBlock", "terseLabel": "Schedule of ROU lease assets and lease liabilities" } } }, "localname": "ScheduleOfRouLeaseAssetsAndLeaseLiabilitiesTableTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "onds_ScheduleOfSegmentInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of segment information [Abstract]" } } }, "localname": "ScheduleOfSegmentInformationAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfStockOptionActivityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of stock option activity [Abstract]" } } }, "localname": "ScheduleOfStockOptionActivityAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfStockOptionActivityUnderOptionTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ScheduleOfStockOptionActivityUnderOptionTableTextBlock", "terseLabel": "Schedule of stock option activity" } } }, "localname": "ScheduleOfStockOptionActivityUnderOptionTableTextBlock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "onds_ScheduleOfValuationAllowanceAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of valuation allowance [Abstract]" } } }, "localname": "ScheduleOfValuationAllowanceAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_ScheduleOfWarrantsActivityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of warrants activity [Abstract]" } } }, "localname": "ScheduleOfWarrantsActivityAbstract", "nsuri": "http://www.onds.com/20211231", "xbrltype": "stringItemType" }, "onds_SecuredPromissoryNoteCurrent": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of secured promissory note.", "label": "SecuredPromissoryNoteCurrent", "terseLabel": "Secured promissory note, net of debt discount of $0 and $120,711, respectively" } } }, "localname": "SecuredPromissoryNoteCurrent", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "onds_SecuredPromissoryNotesDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Secured Promissory Notes (Details) [Line Items]" } } }, "localname": "SecuredPromissoryNotesDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "stringItemType" }, "onds_SecuredPromissoryNotesDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Secured Promissory Notes (Details) [Table]" } } }, "localname": "SecuredPromissoryNotesDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "stringItemType" }, "onds_SecuredTermPromissoryNote": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "SecuredTermPromissoryNote", "terseLabel": "Secured term promissory note" } } }, "localname": "SecuredTermPromissoryNote", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "onds_SecuredTermPromissoryNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SecuredTermPromissoryNoteMember", "terseLabel": "Secured Term Promissory Note [Member]" } } }, "localname": "SecuredTermPromissoryNoteMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "domainItemType" }, "onds_SecuritiesPurchaseAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SecuritiesPurchaseAgreementMember", "terseLabel": "Securities Purchase Agreement [Member]" } } }, "localname": "SecuritiesPurchaseAgreementMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "onds_SecurityDeposits": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "SecurityDeposits", "terseLabel": "Security deposits" } } }, "localname": "SecurityDeposits", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "monetaryItemType" }, "onds_ServiceRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ServiceRevenueMember", "terseLabel": "Service and subscription revenue [Member]" } } }, "localname": "ServiceRevenueMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "domainItemType" }, "onds_ShareBasedCompensationArrangementBShareBasedPaymentAwardAwardVestingPeriod3": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted-average contractual remaining life\r \n.", "label": "ShareBasedCompensationArrangementBShareBasedPaymentAwardAwardVestingPeriod3", "terseLabel": "Weighted-average contractual remaining life" } } }, "localname": "ShareBasedCompensationArrangementBShareBasedPaymentAwardAwardVestingPeriod3", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "durationItemType" }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod2", "terseLabel": "Vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod2", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "durationItemType" }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsCancelledInPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsCancelledInPeriod", "terseLabel": "Number of Shares Under Option, Canceled" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsCancelledInPeriod", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "sharesItemType" }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Shares Under Warrant, Issued.", "label": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantGrantsInPeriodGross", "terseLabel": "Number of Shares Under Warrant, Issued" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantGrantsInPeriodGross", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "sharesItemType" }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantOutstandingWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock warrant plan.", "label": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantOutstandingWeightedAverageExercisePrice", "periodEndLabel": "Weighted Average Exercise Price, ending balance", "periodStartLabel": "Weighted Average Exercise Price, beginning balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantOutstandingWeightedAverageExercisePrice", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "perShareItemType" }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantPeriod", "terseLabel": "Weighted\tAverage Remaining Contractual Life, beginning balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantPeriod", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "durationItemType" }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantWeightedAverageExercisePriceExpired": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Exercise Price, Expired.", "label": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantWeightedAverageExercisePriceExpired", "terseLabel": "Weighted Average Exercise Price, Expired" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantWeightedAverageExercisePriceExpired", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "perShareItemType" }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentWarrantPeriod1": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ShareBasedCompensationArrangementByShareBasedPaymentWarrantPeriod1", "terseLabel": "Weighted\tAverage Remaining Contractual Life, ending balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentWarrantPeriod1", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "durationItemType" }, "onds_ShareBasedCompensationArrangementBySharesBasedPaymentAwardFairValueAssumptionsExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Amount of stock price.", "label": "ShareBasedCompensationArrangementBySharesBasedPaymentAwardFairValueAssumptionsExercisePrice", "terseLabel": "Stock price (in Dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementBySharesBasedPaymentAwardFairValueAssumptionsExercisePrice", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable" ], "xbrltype": "perShareItemType" }, "onds_ShareBasedCompensationArrangementsByShareBasedPaymentAwardWarrantExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock warrant of the plan that expired.", "label": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardWarrantExpirationsInPeriodWeightedAverageExercisePrice", "terseLabel": "Number of Shares Under Warrant, Expired" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardWarrantExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "sharesItemType" }, "onds_ShareBasedCompensationArrangementsByShareBasedPaymentAwardWarrantGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Exercise Price, Issued.", "label": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardWarrantGrantsInPeriodWeightedAverageExercisePrice", "terseLabel": "Weighted Average Exercise Price, Issued" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardWarrantGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "perShareItemType" }, "onds_ShareOptionsIssuedNonvested": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shares options issued non-vested.", "label": "ShareOptionsIssuedNonvested", "terseLabel": "Shares options issued non-vested, description" } } }, "localname": "ShareOptionsIssuedNonvested", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Remaining Contractual Life.", "label": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm", "periodEndLabel": "Weighted Average Remaining Contractual Life, ending", "periodStartLabel": "Weighted Average Remaining Contractual Life, beginning" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "durationItemType" }, "onds_SharesIssuedForExtensionOfDebt": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Shares issued for extension of debt value.", "label": "SharesIssuedForExtensionOfDebt", "terseLabel": "Shares issue for extension of debt" } } }, "localname": "SharesIssuedForExtensionOfDebt", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "onds_StewardCapital": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of steward capital.", "label": "StewardCapital", "terseLabel": "Steward capital" } } }, "localname": "StewardCapital", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "onds_StewardCapitalHoldingsLPMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "StewardCapitalHoldingsLPMember", "terseLabel": "Steward Capital Holdings LP [Member]" } } }, "localname": "StewardCapitalHoldingsLPMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "domainItemType" }, "onds_StewardCapitalMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "StewardCapitalMember", "terseLabel": "Steward Capital [Member]" } } }, "localname": "StewardCapitalMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "domainItemType" }, "onds_StewartKantorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "StewartKantorMember", "terseLabel": "Stewart Kantor [Member]", "verboseLabel": "Stewart W. Kantor [Member]" } } }, "localname": "StewartKantorMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "onds_StockOptionsToPurchase": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock options to purchase.", "label": "StockOptionsToPurchase", "terseLabel": "Stock options to purchase" } } }, "localname": "StockOptionsToPurchase", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "onds_StockOptionsToPurchaseCommonStockDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock options to purchase common stock description.", "label": "StockOptionsToPurchaseCommonStockDescription", "terseLabel": "Stock options to purchase common stock, description" } } }, "localname": "StockOptionsToPurchaseCommonStockDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_StockholderDebtTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "StockholderDebtTerm", "terseLabel": "Stockholder debt term" } } }, "localname": "StockholderDebtTerm", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "durationItemType" }, "onds_StockholdersEquityDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) [Line Items]" } } }, "localname": "StockholdersEquityDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_StockholdersEquityDetailsScheduleofassumptionsusedintheblackscholesmodelLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) - Schedule of assumptions used in the black-scholes model [Line Items]" } } }, "localname": "StockholdersEquityDetailsScheduleofassumptionsusedintheblackscholesmodelLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable" ], "xbrltype": "stringItemType" }, "onds_StockholdersEquityDetailsScheduleofassumptionsusedintheblackscholesmodelTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) - Schedule of assumptions used in the black-scholes model [Table]" } } }, "localname": "StockholdersEquityDetailsScheduleofassumptionsusedintheblackscholesmodelTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable" ], "xbrltype": "stringItemType" }, "onds_StockholdersEquityDetailsScheduleofwarrantsactivityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) - Schedule of warrants activity [Line Items]" } } }, "localname": "StockholdersEquityDetailsScheduleofwarrantsactivityLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "stringItemType" }, "onds_StockholdersEquityDetailsScheduleofwarrantsactivityTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) - Schedule of warrants activity [Table]" } } }, "localname": "StockholdersEquityDetailsScheduleofwarrantsactivityTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "stringItemType" }, "onds_StockholdersEquityDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) [Table]" } } }, "localname": "StockholdersEquityDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_SubleaseAgreementDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sublease agreement, description.", "label": "SubleaseAgreementDescription", "terseLabel": "Sublease agreement, description" } } }, "localname": "SubleaseAgreementDescription", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "stringItemType" }, "onds_SubscriptionPerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Subscription per share.", "label": "SubscriptionPerShare", "terseLabel": "Subscription per share (in Dollars per share)" } } }, "localname": "SubscriptionPerShare", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "xbrltype": "perShareItemType" }, "onds_SubsequentEventsDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events (Details) [Line Items]" } } }, "localname": "SubsequentEventsDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "onds_SubsequentEventsDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events (Details) [Table]" } } }, "localname": "SubsequentEventsDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "onds_SummaryofSignificantAccountPoliciesDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) [Line Items]" } } }, "localname": "SummaryofSignificantAccountPoliciesDetailsLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "stringItemType" }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofconcentrationofcustomersLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of concentration of customers [Line Items]" } } }, "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofconcentrationofcustomersLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofconcentrationofcustomersTable" ], "xbrltype": "stringItemType" }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofconcentrationofcustomersTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of concentration of customers [Table]" } } }, "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofconcentrationofcustomersTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofconcentrationofcustomersTable" ], "xbrltype": "stringItemType" }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofdisaggregationofrevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue [Line Items]" } } }, "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofdisaggregationofrevenueLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "stringItemType" }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofdisaggregationofrevenueTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue [Table]" } } }, "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofdisaggregationofrevenueTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "stringItemType" }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofnetlosspershareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of net loss per share [Line Items]" } } }, "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofnetlosspershareLineItems", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofnetlosspershareTable" ], "xbrltype": "stringItemType" }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofnetlosspershareTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of net loss per share [Table]" } } }, "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofnetlosspershareTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofnetlosspershareTable" ], "xbrltype": "stringItemType" }, "onds_SummaryofSignificantAccountPoliciesDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) [Table]" } } }, "localname": "SummaryofSignificantAccountPoliciesDetailsTable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "stringItemType" }, "onds_ThomasBusheyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ThomasBusheyMember", "terseLabel": "Thomas Bushey [Member]" } } }, "localname": "ThomasBusheyMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "onds_TimingOfRevenue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Timing of revenues.", "label": "TimingOfRevenue", "terseLabel": "Total revenue" } } }, "localname": "TimingOfRevenue", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "monetaryItemType" }, "onds_TimingOfRevenueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "TimingOfRevenueAbstract", "terseLabel": "Timing of Revenue" } } }, "localname": "TimingOfRevenueAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "stringItemType" }, "onds_TotalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "TotalAbstract", "terseLabel": "Total" } } }, "localname": "TotalAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "stringItemType" }, "onds_TotalAssets": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of total assets.", "label": "TotalAssets", "terseLabel": "Total assets" } } }, "localname": "TotalAssets", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "onds_TotalProceeds": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total proceeds.", "label": "TotalProceeds", "terseLabel": "Total proceeds" } } }, "localname": "TotalProceeds", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable" ], "xbrltype": "monetaryItemType" }, "onds_TotalStateAndLocal": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of total state and local.", "label": "TotalStateAndLocal", "terseLabel": "State and local" } } }, "localname": "TotalStateAndLocal", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "onds_TotalUSFederal": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of total U.S. Federal.", "label": "TotalUSFederal", "terseLabel": "U.S. Federal" } } }, "localname": "TotalUSFederal", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "onds_TotalUSFederalStateAndLocal": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of U.S Federal, state and local.", "label": "TotalUSFederalStateAndLocal", "terseLabel": "Total" } } }, "localname": "TotalUSFederalStateAndLocal", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "onds_TransferToRevenue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Transfer to revenue.", "label": "TransferToRevenue", "terseLabel": "Transfer to revenue" } } }, "localname": "TransferToRevenue", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredwarrantyactivityTable" ], "xbrltype": "monetaryItemType" }, "onds_TypeOfArrangementAndNonarrangementTransactionsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "TypeOfArrangementAndNonarrangementTransactionsAxis", "terseLabel": "Type of Arrangement and Non-arrangement Transactions [Axis]" } } }, "localname": "TypeOfArrangementAndNonarrangementTransactionsAxis", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "onds_TypeOfArrangementAndNonarrangementTransactionsDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "TypeOfArrangementAndNonarrangementTransactions [Domain]" } } }, "localname": "TypeOfArrangementAndNonarrangementTransactionsDomain", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "onds_TypeOfRevenueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "TypeOfRevenueAbstract", "terseLabel": "Type of Revenue" } } }, "localname": "TypeOfRevenueAbstract", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "stringItemType" }, "onds_UnderwritingDiscountsAndCommissions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Underwriting discounts and commissions.", "label": "UnderwritingDiscountsAndCommissions", "terseLabel": "Underwriting discounts and commissions" } } }, "localname": "UnderwritingDiscountsAndCommissions", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable" ], "xbrltype": "monetaryItemType" }, "onds_UnrecognizedCompensationExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of unrecognized compensation expense.", "label": "UnrecognizedCompensationExpense", "terseLabel": "Unrecognized compensation expense" } } }, "localname": "UnrecognizedCompensationExpense", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "onds_WarrantFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Amount of warrant fair value.", "label": "WarrantFairValue", "terseLabel": "Warrant fair value (in Dollars per share)" } } }, "localname": "WarrantFairValue", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "perShareItemType" }, "onds_WarrantToPurchaseSharesOfCommonStock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant to purchase shares of common stock.", "label": "WarrantToPurchaseSharesOfCommonStock", "terseLabel": "Warrants to purchase shares of common stock (in Shares)", "verboseLabel": "Warrants outstanding to purchase an aggregate" } } }, "localname": "WarrantToPurchaseSharesOfCommonStock", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "onds_WarrantsActivityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "WarrantsActivityMember", "terseLabel": "Warrants Activity [Member]" } } }, "localname": "WarrantsActivityMember", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "domainItemType" }, "onds_WeightedAverageExercisePriceCanceled": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average exercise price, canceled.", "label": "WeightedAverageExercisePriceCanceled", "terseLabel": "Weighted Average Exercise Price, Canceled" } } }, "localname": "WeightedAverageExercisePriceCanceled", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "perShareItemType" }, "onds_WeightedAverageExercisePriceExercised": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Exercise Price, Exercised.", "label": "WeightedAverageExercisePriceExercised", "terseLabel": "Weighted Average Exercise Price, Exercised" } } }, "localname": "WeightedAverageExercisePriceExercised", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "perShareItemType" }, "onds_WeightedAverageExercisePriceVestedAndExercisable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Exercise Price, Vested and Exercisable", "label": "WeightedAverageExercisePriceVestedAndExercisable", "terseLabel": "Weighted Average Exercise Price, Vested and Exercisable (in Dollars per share)" } } }, "localname": "WeightedAverageExercisePriceVestedAndExercisable", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "perShareItemType" }, "onds_WeightedAverageRemainingContractualLifeIssue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Remaining Contractual Life, Issued", "label": "WeightedAverageRemainingContractualLifeIssue", "terseLabel": "Weighted\tAverage Remaining Contractual Life, Issued" } } }, "localname": "WeightedAverageRemainingContractualLifeIssue", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "durationItemType" }, "onds_WeightedaveragePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "weighted-average period.", "label": "WeightedaveragePeriod", "terseLabel": "Weighted-average period" } } }, "localname": "WeightedaveragePeriod", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "durationItemType" }, "onds_WorkingCapital": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of working capital.", "label": "WorkingCapital", "terseLabel": "Working capital" } } }, "localname": "WorkingCapital", "nsuri": "http://www.onds.com/20211231", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "srt_MaximumMember": { "auth_ref": [ "r306", "r315", "r342", "r344", "r527", "r528", "r529", "r530", "r531", "r532", "r551", "r605", "r606", "r624", "r625" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum [Member]" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r306", "r315", "r342", "r344", "r527", "r528", "r529", "r530", "r531", "r532", "r551", "r605", "r606", "r624", "r625" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r306", "r315", "r338", "r342", "r344", "r527", "r528", "r529", "r530", "r531", "r532", "r551", "r605", "r606", "r624", "r625" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r306", "r315", "r338", "r342", "r344", "r527", "r528", "r529", "r530", "r531", "r532", "r551", "r605", "r606", "r624", "r625" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfCondensedIncomeStatementTableTextBlock": { "auth_ref": [ "r643" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of condensed income statement, including, but not limited to, income statements of consolidated entities and consolidation eliminations.", "label": "Condensed Income Statement [Table Text Block]", "terseLabel": "Schedule of operating results" } } }, "localname": "ScheduleOfCondensedIncomeStatementTableTextBlock", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionTables" ], "xbrltype": "textBlockItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r214", "r511" ], "lang": { "en-us": { "role": { "documentation": "Information by title of individual or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Title of individual, or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as current at the end of the reporting period.", "label": "Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]", "terseLabel": "ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES" } } }, "localname": "AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent": { "auth_ref": [ "r58" ], "calculation": { "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Accounts Payable and Accrued Liabilities, Current", "totalLabel": "Total accrued expenses and other current liabilities" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 3.0, "parentTag": "us-gaap_TradingLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of trade and related party payables and accrued expenses.", "label": "Accounts Payable and Accrued Liabilities, Fair Value Disclosure", "terseLabel": "Accrued payroll and rent" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesNoncurrent": { "auth_ref": [ "r65" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due after one year (or beyond the operating cycle if longer), including liabilities for compensation costs, fringe benefits other than pension and postretirement obligations, rent, contractual rights and obligations, and statutory obligations.", "label": "Accounts Payable and Accrued Liabilities, Noncurrent", "terseLabel": "Accrued interest" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableAndOtherAccruedLiabilitiesCurrent": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities incurred to vendors for goods and services received, and accrued liabilities classified as other, payable within one year or the normal operating cycle, if longer.", "label": "Accounts Payable and Other Accrued Liabilities, Current", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "AccountsPayableAndOtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r56", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableCurrentAndNoncurrent": { "auth_ref": [ "r578", "r599" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 1.0, "parentTag": "us-gaap_TradingLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableMember": { "auth_ref": [ "r619" ], "lang": { "en-us": { "role": { "documentation": "Due from customers or clients for goods or services that have been delivered or sold.", "label": "Accounts Receivable [Member]", "terseLabel": "Accounts Receivable [Member]" } } }, "localname": "AccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r13", "r39", "r215", "r216" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccretionExpense": { "auth_ref": [ "r282", "r283", "r284" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for the passage of time, typically for liabilities, that have been discounted to their net present values. Excludes accretion associated with asset retirement obligations.", "label": "Accretion Expense", "terseLabel": "Accreted costs" } } }, "localname": "AccretionExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r60" ], "calculation": { "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable": { "order": 3.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued interest" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedPayrollTaxesCurrent": { "auth_ref": [ "r20", "r60" ], "calculation": { "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable": { "order": 1.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Payroll Taxes, Current", "terseLabel": "Accrued payroll and other benefits" } } }, "localname": "AccruedPayrollTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedProfessionalFeesCurrent": { "auth_ref": [ "r19", "r20", "r60" ], "calculation": { "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable": { "order": 4.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Professional Fees, Current", "terseLabel": "Accrued professional fees" } } }, "localname": "AccruedProfessionalFeesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedSalariesCurrentAndNoncurrent": { "auth_ref": [ "r578", "r599" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided.", "label": "Accrued Salaries", "terseLabel": "Accrued salary" } } }, "localname": "AccruedSalariesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedVacationCurrentAndNoncurrent": { "auth_ref": [ "r337", "r578", "r599" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for unused vacation time owed to employees based on the entity's vacation benefit given to its employees.", "label": "Accrued Vacation", "terseLabel": "Accrued vacation" } } }, "localname": "AccruedVacationCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalCollateralAggregateFairValue": { "auth_ref": [ "r461" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate fair value of additional assets that would be required to be posted as collateral for derivative instruments with credit-risk-related contingent features if the credit-risk-related contingent features were triggered at the end of the reporting period.", "label": "Additional Collateral, Aggregate Fair Value", "terseLabel": "Aggregate amount" } } }, "localname": "AdditionalCollateralAggregateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r40", "r376", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r131", "r132", "r133", "r373", "r374", "r375", "r465" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsNoncashItemsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net loss to net cash flows used in operating activities:" } } }, "localname": "AdjustmentsNoncashItemsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "stringItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalOther": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of other increase (decrease) in additional paid in capital (APIC).", "label": "Adjustments to Additional Paid in Capital, Other", "terseLabel": "Derivative liability" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllCertainLoansAcquiredInTransferAccountedForAsDebtSecuritiesNotAccountedForUsingIncomeRecognitionModelEndOfPeriodAtCarryingValue": { "auth_ref": [ "r222" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The recorded value of all loans accounted for as debt securities, with evidence of deterioration of credit quality since origination that were acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable, for which the income recognition model was not applied.", "label": "All Certain Loans Acquired in Transfer Accounted for as Debt Securities, Not Accounted for Using Income Recognition Model, End of Period, at Carrying Value", "terseLabel": "Funding in loan facility charges" } } }, "localname": "AllCertainLoansAcquiredInTransferAccountedForAsDebtSecuritiesNotAccountedForUsingIncomeRecognitionModelEndOfPeriodAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r346", "r369", "r378" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "terseLabel": "Stock compensation expense (in Dollars)" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfDebtDiscountPremium": { "auth_ref": [ "r95", "r109", "r307", "r482" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.", "label": "Amortization of Debt Discount (Premium)", "terseLabel": "Amortization of deferred financing costs" } } }, "localname": "AmortizationOfDebtDiscountPremium", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r109", "r260", "r266" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization of intangible assets" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r153" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Total potentially dilutive securities" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofnetlosspershareTable" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r153" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofnetlosspershareTable" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r153" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofnetlosspershareTable" ], "xbrltype": "domainItemType" }, "us-gaap_AreaOfLand": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area of land held.", "label": "Area of Land", "terseLabel": "Area of square feet" } } }, "localname": "AreaOfLand", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "areaItemType" }, "us-gaap_ArrangementsAndNonarrangementTransactionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations.", "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Domain]" } } }, "localname": "ArrangementsAndNonarrangementTransactionsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AssetAcquisitionConsiderationTransferredTransactionCost": { "auth_ref": [ "r430", "r431", "r432", "r433" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction cost incurred as part of consideration transferred in asset acquisition.", "label": "Asset Acquisition, Consideration Transferred, Transaction Cost", "terseLabel": "Transaction costs" } } }, "localname": "AssetAcquisitionConsiderationTransferredTransactionCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r125", "r185", "r198", "r205", "r231", "r293", "r294", "r295", "r296", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r440", "r446", "r472", "r516", "r518", "r574", "r592" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r16", "r18", "r76", "r125", "r231", "r293", "r294", "r295", "r296", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r440", "r446", "r472", "r516", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r348", "r371" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r130" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.", "label": "Basis of Presentation and Significant Accounting Policies [Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r341", "r343", "r420", "r421" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionProFormaEarningsPerShareBasic": { "auth_ref": [ "r418", "r419" ], "lang": { "en-us": { "role": { "documentation": "The pro forma basic net income per share for a period as if the business combination or combinations had been completed at the beginning of a period.", "label": "Business Acquisition, Pro Forma Earnings Per Share, Basic", "terseLabel": "Basic Earnings Per Share" } } }, "localname": "BusinessAcquisitionProFormaEarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofoperatingresultsTable" ], "xbrltype": "perShareItemType" }, "us-gaap_BusinessAcquisitionProFormaEarningsPerShareDiluted": { "auth_ref": [ "r418", "r419" ], "lang": { "en-us": { "role": { "documentation": "The pro forma diluted net income per share for a period as if the business combination or combinations had been completed at the beginning of a period.", "label": "Business Acquisition, Pro Forma Earnings Per Share, Diluted", "terseLabel": "Diluted Earnings Per Share" } } }, "localname": "BusinessAcquisitionProFormaEarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofoperatingresultsTable" ], "xbrltype": "perShareItemType" }, "us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss": { "auth_ref": [ "r418", "r419" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period.", "label": "Business Acquisition, Pro Forma Net Income (Loss)", "terseLabel": "Net loss" } } }, "localname": "BusinessAcquisitionsProFormaNetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofoperatingresultsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionsProFormaRevenue": { "auth_ref": [ "r418", "r419" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period.", "label": "Business Acquisition, Pro Forma Revenue", "terseLabel": "Revenue, net" } } }, "localname": "BusinessAcquisitionsProFormaRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofoperatingresultsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionsPurchasePriceAllocationYearOfAcquisitionDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "In the year of acquisition, if the assets of the acquired institution exceed 10 percent of the consolidated assets at the end of the most recent period, describes the amounts of discounts and premiums for fair market value adjustments, methods of amortization (accretion), and estimated remaining lives.", "label": "Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Description", "terseLabel": "Business acquisitions, description" } } }, "localname": "BusinessAcquisitionsPurchasePriceAllocationYearOfAcquisitionDescription", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r427", "r428", "r429" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Fair value of total consideration transferred" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r434" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "GOODWILL AND BUSINESS ACQUISITION" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisition" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets": { "auth_ref": [ "r422" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 1.0, "parentTag": "us-gaap_FairValueNetAssetLiability", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets", "totalLabel": "Total assets acquired" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCapitalLeaseObligation": { "auth_ref": [ "r422" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 4.0, "parentTag": "us-gaap_TradingLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lease obligation assumed in business combination.", "label": "Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation", "terseLabel": "Lease liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCapitalLeaseObligation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities": { "auth_ref": [ "r422" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 5.0, "parentTag": "us-gaap_TradingLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities", "terseLabel": "Deferred tax liability" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r417" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Business Combinations" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessDescriptionAndBasisOfPresentationTextBlock": { "auth_ref": [ "r10", "r130", "r171" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Business Description and Basis of Presentation [Text Block]", "terseLabel": "DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION" } } }, "localname": "BusinessDescriptionAndBasisOfPresentationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentation" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalExpenditureDiscontinuedOperations": { "auth_ref": [ "r7" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of capital expenditure attributable to discontinued operations.", "label": "Capital Expenditure, Discontinued Operations", "terseLabel": "Capital expenditures" } } }, "localname": "CapitalExpenditureDiscontinuedOperations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizationLongtermDebtAndEquity": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This element represents the total consolidated (as applicable) capitalization of the entity which is comprised of its long-term debt and equity instruments. The table may be detailed by subsidiary (legal entity) and include information by type of debt or equity detailed by instrument.", "label": "Capitalization, Long-term Debt and Equity", "terseLabel": "Long-term equity investment" } } }, "localname": "CapitalizationLongtermDebtAndEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Cash": { "auth_ref": [ "r50", "r518", "r614", "r615" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash", "terseLabel": "Cash" } } }, "localname": "Cash", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r11", "r50", "r111" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Cash" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r27", "r112" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r104", "r111", "r117" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash and cash equivalents, end of period", "periodStartLabel": "Cash and cash equivalent, beginning of period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r104", "r473" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Increase in cash and cash equivalents" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFDICInsuredAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.", "label": "Cash, FDIC Insured Amount", "terseLabel": "Excess of federally insured limits" } } }, "localname": "CashFDICInsuredAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "stringItemType" }, "us-gaap_ChangeInUnrealizedGainLossOnForeignCurrencyFairValueHedgingInstruments1": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) from the increase (decrease) in fair value of foreign currency derivatives and nonderivative instruments designated as fair value hedging instruments which were recognized in earnings, net of offsets by the gain (loss) on the hedged item to the extent that the fair value hedge was determined to be effective.", "label": "Change in Unrealized Gain (Loss) on Foreign Currency Fair Value Hedging Instruments", "terseLabel": "Change in fair value of derivative liability" } } }, "localname": "ChangeInUnrealizedGainLossOnForeignCurrencyFairValueHedgingInstruments1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/Scheduleofchangesinfairvalueassociatedwithlevel3liabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r122", "r125", "r145", "r146", "r147", "r150", "r152", "r157", "r158", "r159", "r231", "r293", "r297", "r298", "r299", "r302", "r303", "r313", "r314", "r317", "r321", "r472", "r634" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r329" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Warrants exercise price (in Dollars per share)" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights": { "auth_ref": [ "r329" ], "lang": { "en-us": { "role": { "documentation": "Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.", "label": "Class of Warrant or Right, Number of Securities Called by Warrants or Rights", "terseLabel": "Warrants to purchase shares" } } }, "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "terseLabel": "Number of warrants to purchase" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightReasonForIssuingToNonemployees": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of reason for issuing warrant or right.", "label": "Warrant or Right, Reason for Issuance, Description", "terseLabel": "Description of warrant rights" } } }, "localname": "ClassOfWarrantOrRightReasonForIssuingToNonemployees", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r66", "r290", "r579", "r597" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and Contingencies (Note 14)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r287", "r288", "r289", "r291", "r620" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "COMMITMENTS AND CONTINGENCIES" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/CommitmentsandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r67" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Common stock reserved for issuance" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r131", "r132", "r465" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock", "verboseLabel": "Common Stock [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock par value (in Dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized", "verboseLabel": "Common stock, authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares issued", "verboseLabel": "Common stock share issued (in Shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r38", "r328" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock, shares outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r38", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock - par value $0.0001; 116,666,667 shares authorized; 40,990,604 and 26,540,769 issued and outstanding, respectively December 31, 2021 and December 31, 2020, respectively", "verboseLabel": "Common stock share value" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computer equipment [Member]" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r166", "r167", "r212", "r470", "r471", "r619" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r166", "r167", "r212", "r470", "r471", "r612", "r619" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r166", "r167", "r212", "r470", "r471", "r612", "r619" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconcentrationofcustomersTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r162", "r588" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentrations of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r166", "r167", "r212", "r470", "r471", "r619" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction in progress [Member]" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "us-gaap_ConversionOfStockSharesConverted1": { "auth_ref": [ "r114", "r115", "r116" ], "lang": { "en-us": { "role": { "documentation": "The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of Stock, Shares Converted", "terseLabel": "Conversion of aggregate of shares" } } }, "localname": "ConversionOfStockSharesConverted1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ConvertibleNotesPayable": { "auth_ref": [ "r34", "r576", "r593", "r616" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.", "label": "Convertible Notes Payable", "terseLabel": "Convertible promissory note" } } }, "localname": "ConvertibleNotesPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleNotesPayableMember": { "auth_ref": [ "r32", "r575", "r589", "r616" ], "lang": { "en-us": { "role": { "documentation": "Written promise to pay a note which can be exchanged for a specified quantity of securities (typically common stock), at the option of the issuer or the holder.", "label": "Convertible Notes Payable [Member]", "terseLabel": "Convertible Promissory Notes [Member]", "verboseLabel": "Convertible Notes Payable [Member]" } } }, "localname": "ConvertibleNotesPayableMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConvertiblePreferredStockMember": { "auth_ref": [ "r313", "r314", "r317" ], "lang": { "en-us": { "role": { "documentation": "Preferred stock that may be exchanged into common shares or other types of securities at the owner's option.", "label": "Convertible Preferred Stock [Member]", "terseLabel": "Convertible Preferred Stock [Member]" } } }, "localname": "ConvertiblePreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r91", "r554" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "terseLabel": "Cost of goods sold" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_CreditDerivativeLiquidationProceedsPercentage": { "auth_ref": [ "r462" ], "lang": { "en-us": { "role": { "documentation": "Estimated percentage to which the maximum potential amount of future payments under the credit derivative would be covered by the proceeds from liquidation of assets held either as collateral or by third parties.", "label": "Credit Derivative, Liquidation Proceeds, Percentage", "terseLabel": "Held in percentage" } } }, "localname": "CreditDerivativeLiquidationProceedsPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_CurrentFederalStateAndLocalTaxExpenseBenefit": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state, local, and federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal, State and Local, Tax Expense (Benefit)", "terseLabel": "Total", "verboseLabel": "Amount of federal and state NOLs" } } }, "localname": "CurrentFederalStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails", "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r126", "r400", "r407" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "U.S. Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r126", "r400", "r407" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "State and local" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r425" ], "lang": { "en-us": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer Relationships [Member]" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "us-gaap_DebtConversionOriginalDebtAmount1": { "auth_ref": [ "r114", "r116" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of the original debt being converted in a noncash (or part noncash) transaction. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Debt Conversion, Original Debt, Amount", "terseLabel": "Debt exchanged for preferred stock" } } }, "localname": "DebtConversionOriginalDebtAmount1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentAnnualPrincipalPayment": { "auth_ref": [ "r34" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the total principal payments made during the annual reporting period.", "label": "Debt Instrument, Annual Principal Payment", "terseLabel": "Principal value" } } }, "localname": "DebtInstrumentAnnualPrincipalPayment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r304", "r310", "r311", "r483", "r485", "r486" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Accrued amount", "netLabel": "Debt principal and interest outstanding amount (in Dollars)", "terseLabel": "Debt principal and interest outstanding amount", "verboseLabel": "Principal amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/RelatedPartyTransactionsDetails", "http://www.onds.com/role/SecuredPromissoryNotesDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentIncreaseAccruedInterest": { "auth_ref": [ "r124" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase for accrued, but unpaid interest on the debt instrument for the period.", "label": "Debt Instrument, Increase, Accrued Interest", "terseLabel": "Accrued interest" } } }, "localname": "DebtInstrumentIncreaseAccruedInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "auth_ref": [ "r62", "r309", "r483", "r485" ], "lang": { "en-us": { "role": { "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.", "label": "Debt Instrument, Interest Rate, Effective Percentage", "terseLabel": "Effective interest rate" } } }, "localname": "DebtInstrumentInterestRateEffectivePercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r62", "r305" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Interest rate per annum" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentPeriodicPayment": { "auth_ref": [ "r63", "r587" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the required periodic payments including both interest and principal payments.", "label": "Debt Instrument, Periodic Payment", "terseLabel": "Paid amount", "verboseLabel": "Remaining paid amount" } } }, "localname": "DebtInstrumentPeriodicPayment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails", "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscountNoncurrent": { "auth_ref": [ "r482", "r486" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of debt discount to be amortized after one year or the normal operating cycle, if longer.", "label": "Debt Instrument, Unamortized Discount, Noncurrent", "terseLabel": "Secured promissory note, net of debt discount (in Dollars)", "verboseLabel": "Debt discount" } } }, "localname": "DebtInstrumentUnamortizedDiscountNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCostsCurrent": { "auth_ref": [ "r74" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of deferred costs capitalized at the end of the reporting period that are expected to be charged against earnings within one year or the normal operating cycle, if longer.", "label": "Deferred Costs, Current", "terseLabel": "Expensed financing costs" } } }, "localname": "DeferredCostsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCostsLeasingNetNoncurrent": { "auth_ref": [ "r26", "r488", "r502" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 4.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents costs incurred by the lessor that are (a) costs to originate a lease incurred in transactions with independent third parties that (i) result directly from and are essential to acquire that lease and (ii) would not have been incurred had that leasing transaction not occurred and (b) certain costs directly related to specified activities performed by the lessor for that lease. Those activities are: evaluating the prospective lessee's financial condition; evaluating and recording guarantees, collateral, and other security arrangements; negotiating lease terms; preparing and processing lease documents; and closing the transaction. The costs represented by this element are those costs not expected to be recognized in (amortized to) earnings within one year from the date of the statement of financial position or operating cycle, if longer.", "label": "Deferred Costs, Leasing, Net, Noncurrent", "terseLabel": "Lease deposits" } } }, "localname": "DeferredCostsLeasingNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r126", "r401", "r407" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "U.S. Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFederalStateAndLocalTaxExpenseBenefit": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state, local, and federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal, State and Local, Tax Expense (Benefit)", "terseLabel": "Total" } } }, "localname": "DeferredFederalStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r109", "r126", "r401", "r407", "r408", "r409" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "terseLabel": "Deferred income taxes, release of valuation allowance" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRentCreditCurrent": { "auth_ref": [ "r33", "r489", "r503" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of rental payment required by lease over rental income recognized, classified as current.", "label": "Deferred Rent Credit, Current", "negatedLabel": "Deferred Rent" } } }, "localname": "DeferredRentCreditCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenue": { "auth_ref": [ "r45" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 2.0, "parentTag": "us-gaap_TradingLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable.", "label": "Deferred Revenue", "terseLabel": "Deferred revenue" } } }, "localname": "DeferredRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenueAdditions": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred revenue recognized for transactions arising during the current reporting period. Deferred revenue is a liability as of the balance sheet date related to a revenue producing activity for which revenue has not yet been recognized. Generally, an Entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP.", "label": "Deferred Revenue, Additions", "terseLabel": "Additions" } } }, "localname": "DeferredRevenueAdditions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredwarrantyactivityTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenueCurrent": { "auth_ref": [ "r45" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.", "label": "Deferred Revenue, Current", "periodEndLabel": "Balance, end of year", "periodStartLabel": "Balance, beginning of year", "terseLabel": "Deferred revenue" } } }, "localname": "DeferredRevenueCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofdeferredwarrantyactivityTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenueNoncurrent": { "auth_ref": [ "r45" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as noncurrent.", "label": "Deferred Revenue, Noncurrent", "terseLabel": "Revenue amount" } } }, "localname": "DeferredRevenueNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r126", "r401", "r407" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "State and local" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforbenefitfromincometaxesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r392" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "terseLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r394" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "terseLabel": "Deferred tax assets, net of valuation allowance" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOtherLossCarryforwards": { "auth_ref": [ "r398", "r399" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible loss carryforwards, classified as other.", "label": "Deferred Tax Assets, Other Loss Carryforwards", "terseLabel": "Tax benefit of net operating loss carry-forward" } } }, "localname": "DeferredTaxAssetsOtherLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwardsResearch": { "auth_ref": [ "r397", "r398", "r399" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible research tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards, Research", "terseLabel": "R&D Credit" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwardsResearch", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r398", "r399" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Stock based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities": { "auth_ref": [ "r398", "r399" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from accrued liabilities.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities", "terseLabel": "Accrued liabilities" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsDeferredRent": { "auth_ref": [ "r398", "r399" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred rent.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Deferred Rent", "terseLabel": "Deferred Rent" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsDeferredRent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r393" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Valuation allowance for deferred tax assets", "periodEndLabel": "End of the year", "periodStartLabel": "Beginning of the year" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable", "http://www.onds.com/role/ScheduleofvaluationallowanceTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r383", "r394" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "terseLabel": "Total net deferred tax assets" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Liabilities, Gross [Abstract]", "terseLabel": "Deferred Tax Liabilities:" } } }, "localname": "DeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxLiabilitiesDeferredExpense": { "auth_ref": [ "r398", "r399" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from capitalized costs.", "label": "Deferred Tax Liabilities, Deferred Expense", "negatedLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredTaxLiabilitiesDeferredExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r398", "r399" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedLabel": "Intangibles" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdeferredtaxassetsandliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepositLiabilitiesAccruedInterest": { "auth_ref": [ "r578" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accrued but unpaid interest on deposit liabilities.", "label": "Deposit Liabilities, Accrued Interest", "terseLabel": "Accrued interest" } } }, "localname": "DepositLiabilitiesAccruedInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r109", "r275" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation", "verboseLabel": "Depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/PropertyandEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationAndAmortization": { "auth_ref": [ "r109", "r275" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.", "label": "Depreciation, Depletion and Amortization, Nonproduction", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeCashReceivedOnHedge": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash received during the period on settlement of a hedge.", "label": "Derivative, Cash Received on Hedge", "terseLabel": "Cash" } } }, "localname": "DerivativeCashReceivedOnHedge", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeGainLossOnDerivativeNet": { "auth_ref": [ "r457" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the fair value of derivatives recognized in the income statement.", "label": "Derivative, Gain (Loss) on Derivative, Net", "negatedLabel": "Change in fair value of derivative liability" } } }, "localname": "DerivativeGainLossOnDerivativeNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r79", "r456", "r458", "r459", "r460" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeLiabilities": { "auth_ref": [ "r77", "r78", "r79", "r469" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability", "periodEndLabel": "Balance, end of period", "periodStartLabel": "Balance, beginning of period" } } }, "localname": "DerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/Scheduleofchangesinfairvalueassociatedwithlevel3liabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r129", "r452", "r453", "r454", "r455", "r463" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivative Liability for Embedded Conversion Features" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_DevelopedTechnologyRightsMember": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Rights to developed technology, which can include the right to develop, use, market, sell, or offer for sale products, compounds, or intellectual property.", "label": "Developed Technology Rights [Member]", "terseLabel": "Developed Technology [Member]" } } }, "localname": "DevelopedTechnologyRightsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "us-gaap_DisclosureTextBlockSupplementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disclosure Text Block Supplement [Abstract]" } } }, "localname": "DisclosureTextBlockSupplementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DiscontinuedOperationTaxExpenseBenefitFromProvisionForGainLossOnDisposal": { "auth_ref": [ "r4", "r5", "r8", "r413" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax (expense) benefit on (gain) loss recognized for the (reversal of write-down) write-down to fair value, less cost to sell, of a discontinued operation.", "label": "Discontinued Operation, Tax (Expense) Benefit from Provision for (Gain) Loss on Disposal", "terseLabel": "Benefit from income taxes" } } }, "localname": "DiscontinuedOperationTaxExpenseBenefitFromProvisionForGainLossOnDisposal", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_DividendsShareBasedCompensation": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid cash, stock, and paid-in-kind dividends declared for award under share-based payment arrangement.", "label": "Dividend, Share-based Payment Arrangement", "terseLabel": "Unrecognized compensation expense (in Dollars)" } } }, "localname": "DividendsShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DividendsShareBasedCompensationCash": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid cash dividends declared for award under share-based payment arrangement.", "label": "Dividend, Share-based Payment Arrangement, Cash", "terseLabel": "Compensation expense related to non-vested options (in Dollars)" } } }, "localname": "DividendsShareBasedCompensationCash", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueFromAffiliateNoncurrent": { "auth_ref": [ "r28", "r510", "r511", "r515", "r572", "r590", "r617" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of receivables due from an entity that is affiliated with the reporting entity by means of direct or indirect ownership, due after 1 year (or 1 business cycle).", "label": "Due from Affiliate, Noncurrent", "terseLabel": "Consulting agreement paid amount" } } }, "localname": "DueFromAffiliateNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToEmployeesNoncurrent": { "auth_ref": [ "r64", "r510" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amounts due to Employee, not to include stockholders or officers, which are due after one year (or one business cycle).", "label": "Due to Employees, Noncurrent", "terseLabel": "Accrued additional amount" } } }, "localname": "DueToEmployeesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareBasicAndDiluted": { "auth_ref": [ "r151" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Basic and Diluted", "terseLabel": "Net loss per share - basic and diluted (in Dollars per share)" } } }, "localname": "EarningsPerShareBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r153", "r154" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Loss Per Common Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r127", "r385", "r410" ], "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "negatedLabel": "U.S. federal statutory rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpense": { "auth_ref": [ "r385", "r410" ], "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent", "terseLabel": "Nondeductible Expenses" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseResearchAndDevelopment": { "auth_ref": [ "r385", "r410" ], "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to research and development expense.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Research and Development, Percent", "terseLabel": "R&D Credit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseResearchAndDevelopment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments": { "auth_ref": [ "r385", "r410" ], "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Percent", "terseLabel": "Income tax expense benefit, percentage" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherReconcilingItemsPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of the difference, between reported income tax expense (benefit) and the expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations, that is attributable to tax exempt income, equity in earnings (loss) of an unconsolidated subsidiary, minority interest income (expense), tax holiday, disposition of a business, disposition of an asset, repatriation of foreign earnings, repatriation of foreign earnings jobs creation act of 2004, change in enacted tax rate, prior year income taxes, change in deferred tax asset valuation allowance, and other adjustments.", "label": "Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent", "terseLabel": "Effective income tax rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherReconcilingItemsPercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r385", "r410" ], "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State taxes, net of federal benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofprovisionforincometaxeswiththeamountsTable" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxHolidays": { "auth_ref": [ "r385", "r410" ], "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to income exempt from income tax because of a tax holiday.", "label": "Effective Income Tax Rate Reconciliation, Tax Holiday, Percent", "terseLabel": "Income tax, percentage" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxHolidays", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions": { "auth_ref": [ "r370" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for option under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount", "terseLabel": "recognized compensation expense (in Dollars)" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r0", "r83", "r84", "r85", "r131", "r132", "r133", "r135", "r140", "r142", "r156", "r234", "r328", "r331", "r373", "r374", "r375", "r403", "r404", "r465", "r474", "r475", "r476", "r477", "r478", "r479", "r607", "r608", "r609", "r645" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "auth_ref": [ "r230" ], "lang": { "en-us": { "role": { "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.", "label": "Equity Method Investment, Ownership Percentage", "terseLabel": "Percentage of ownership" } } }, "localname": "EquityMethodInvestmentOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ExcessStockSharesIssued": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of excess stock shares of an entity that have been sold or granted to shareholders.", "label": "Excess Stock, Shares Issued", "terseLabel": "Additional aggregate of shares issued" } } }, "localname": "ExcessStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ExcessTaxBenefitFromShareBasedCompensationOperatingActivities": { "auth_ref": [ "r379" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for realized tax benefit related to deductible compensation cost reported on the entity's tax return for equity instruments in excess of the compensation cost for those instruments recognized for financial reporting purposes.", "label": "Excess Tax Benefit from Share-based Compensation, Operating Activities", "terseLabel": "Stock based compensation" } } }, "localname": "ExcessTaxBenefitFromShareBasedCompensationOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r468" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]", "terseLabel": "Schedule of changes in fair value associated with level 3 liabilities" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueNetAssetLiability": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 1.0, "parentTag": "us-gaap_GoodwillGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of asset after deduction of liability.", "label": "Fair Value, Net Asset (Liability)", "totalLabel": "Total net assets acquired" } } }, "localname": "FairValueNetAssetLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r223", "r224", "r226", "r227", "r228", "r235", "r236", "r237", "r238", "r239", "r240", "r241", "r242", "r243", "r308", "r326", "r464", "r521", "r522", "r523", "r524", "r525", "r526", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r534", "r535", "r536", "r537", "r538", "r539", "r540", "r541", "r542", "r543", "r544", "r545", "r546", "r547", "r548", "r549", "r550", "r634", "r635", "r636", "r637", "r638", "r639", "r640" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Useful Life" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r265" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "terseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r267" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofestimatedamortizationexpenseTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r267" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2026" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofestimatedamortizationexpenseTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r267" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofestimatedamortizationexpenseTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r267" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofestimatedamortizationexpenseTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r267" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofestimatedamortizationexpenseTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r261", "r262", "r265", "r268", "r555", "r556" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r265", "r556" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r261", "r264" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r265", "r555" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "terseLabel": "Net Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and fixtures [Member]" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r93" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administration" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r252", "r253", "r518", "r571" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 1.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsGoodwillPolicy": { "auth_ref": [ "r258" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill. This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined.", "label": "Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]", "terseLabel": "Goodwill and Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsGoodwillPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillFairValueDisclosure": { "auth_ref": [ "r467" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 2.0, "parentTag": "us-gaap_GoodwillGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Fair Value Disclosure", "terseLabel": "Goodwill" } } }, "localname": "GoodwillFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillGross": { "auth_ref": [ "r254", "r257" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Gross", "totalLabel": "Total" } } }, "localname": "GoodwillGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillOtherIncreaseDecrease": { "auth_ref": [ "r256" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease), classified as other, of an asset representing the future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Other Increase (Decrease)", "terseLabel": "Increase in goodwill" } } }, "localname": "GoodwillOtherIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillWrittenOffRelatedToSaleOfBusinessUnit": { "auth_ref": [ "r255" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of divestiture of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Written off Related to Sale of Business Unit", "terseLabel": "Depreciated written off" } } }, "localname": "GoodwillWrittenOffRelatedToSaleOfBusinessUnit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r90", "r125", "r185", "r197", "r201", "r204", "r207", "r231", "r293", "r294", "r295", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r472" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "totalLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "Public Offering [Member]" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r109", "r269" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of an intangible asset (excluding goodwill) to fair value.", "label": "Impairment of Intangible Assets (Excluding Goodwill)", "terseLabel": "Loss on Intellectual Property" } } }, "localname": "ImpairmentOfIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfLongLivedAssetsHeldForUse": { "auth_ref": [ "r109", "r274", "r278" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale).", "label": "Impairment, Long-Lived Asset, Held-for-Use", "terseLabel": "Impairments of long-lived assets" } } }, "localname": "ImpairmentOfLongLivedAssetsHeldForUse", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r273", "r280" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Impairment of Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r88", "r185", "r197", "r201", "r204", "r207", "r569", "r580", "r584", "r601" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "terseLabel": "Loss before benefit from income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r387" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r127", "r386", "r390", "r396", "r405", "r411", "r414", "r415", "r416" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "INCOME TAXES" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r128", "r141", "r142", "r183", "r384", "r406", "r412", "r602" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "negatedLabel": "Benefit from income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r82", "r381", "r382", "r390", "r391", "r395", "r402" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaid": { "auth_ref": [ "r105", "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income.", "label": "Income Taxes Paid", "terseLabel": "Cash paid for income taxes" } } }, "localname": "IncomeTaxesPaid", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid for interest" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in accrued expenses, and obligations classified as other.", "label": "Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDeferredRevenue": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Deferred Revenue", "terseLabel": "Deferred revenue" } } }, "localname": "IncreaseDecreaseInDeferredRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDerivativeAssetsAndLiabilities": { "auth_ref": [ "r108" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the period in the net carrying value of derivative instruments reported as assets and liabilities that are due to be disposed of within one year (or the normal operating cycle, if longer).", "label": "Increase (Decrease) in Derivative Assets and Liabilities", "terseLabel": "Recognition of derivative liability" } } }, "localname": "IncreaseDecreaseInDerivativeAssetsAndLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/Scheduleofchangesinfairvalueassociatedwithlevel3liabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedLabel": "Inventory" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherCurrentAssets": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 18.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in current assets classified as other.", "label": "Increase (Decrease) in Other Current Assets", "negatedLabel": "Other current assets" } } }, "localname": "IncreaseDecreaseInOtherCurrentAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInSecuritiesLoanedTransactions": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the liability arising from securities loaned transactions.", "label": "Increase (Decrease) in Securities Loaned Transactions", "terseLabel": "PPP Loan forgiveness" } } }, "localname": "IncreaseDecreaseInSecuritiesLoanedTransactions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInSecurityDeposits": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in security deposits.", "label": "Increase (Decrease) in Security Deposits", "terseLabel": "Security deposit" } } }, "localname": "IncreaseDecreaseInSecurityDeposits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntangibleAssetsCurrent": { "auth_ref": [ "r3" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The current portion of nonphysical assets, excluding financial assets, if these assets are classified into the current and noncurrent portions.", "label": "Intangible Assets, Current", "terseLabel": "Intangible assets" } } }, "localname": "IntangibleAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r272" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all or part of the information related to intangible assets.", "label": "Intangible Assets Disclosure [Text Block]", "terseLabel": "INTANGIBLE ASSETS" } } }, "localname": "IntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IntangibleAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r259", "r263" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 2.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangible assets, net" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestAndDebtExpense": { "auth_ref": [ "r481" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Interest and debt related expenses associated with nonoperating financing activities of the entity.", "label": "Interest and Debt Expense", "terseLabel": "Interest expenses" } } }, "localname": "InterestAndDebtExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r86", "r179", "r480", "r484", "r583" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 3.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "negatedLabel": "Interest expense", "terseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseLongTermDebt": { "auth_ref": [ "r582", "r634", "r635" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Aggregate amount of interest paid or due on all long-term debt.", "label": "Interest Expense, Long-term Debt", "terseLabel": "Interest expense" } } }, "localname": "InterestExpenseLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseOther": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense classified as other.", "label": "Interest Expense, Other", "terseLabel": "Interest other fees" } } }, "localname": "InterestExpenseOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InternalUseSoftwarePolicy": { "auth_ref": [ "r270", "r271" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs incurred when both (1) the software is acquired, internally developed, or modified solely to meet the entity's internal needs, and (2) during the software's development or modification, no substantive plan exists or is being developed to market the software externally.", "label": "Internal Use Software, Policy [Policy Text Block]", "terseLabel": "Software" } } }, "localname": "InternalUseSoftwarePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryAdjustments": { "auth_ref": [ "r73", "r244" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of inventory reserves for last-in first-out (LIFO) and other inventory valuation methods.", "label": "Inventory Adjustments", "terseLabel": "Less Inventory Reserves" } } }, "localname": "InventoryAdjustments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofinventoryTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryFinishedGoods": { "auth_ref": [ "r69" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before valuation and LIFO reserves of completed merchandise or goods expected to be sold within one year or operating cycle, if longer.", "label": "Inventory, Finished Goods, Gross", "terseLabel": "Finished Goods" } } }, "localname": "InventoryFinishedGoods", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofinventoryTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r12", "r72", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventory, net", "verboseLabel": "Total Inventory, Net" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofinventoryTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r22", "r73", "r119", "r155", "r244", "r246", "r249", "r552" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventory, Policy [Policy Text Block]", "terseLabel": "Inventory" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryRawMaterials": { "auth_ref": [ "r70" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before valuation and LIFO reserves of raw materials expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Raw Materials, Gross", "terseLabel": "Raw Material" } } }, "localname": "InventoryRawMaterials", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofinventoryTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventorySuppliesNetOfReserves": { "auth_ref": [ "r71", "r247" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of products used directly or indirectly in the manufacturing or production process, which may or may not become part of the final product. May also include items used in the storage, presentation or transportation of physical goods.", "label": "Inventory, Supplies, Net of Reserves", "terseLabel": "Reserves" } } }, "localname": "InventorySuppliesNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryWorkInProcessNetOfReserves": { "auth_ref": [ "r46", "r248" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of reserves and adjustments, as of the balance sheet date of merchandise or goods which are partially completed. This inventory is generally comprised of raw materials, labor and factory overhead costs, which require further materials, labor and overhead to be converted into finished goods, and which generally require the use of estimates to determine percentage complete and pricing.", "label": "Inventory, Work in Process, Net of Reserves", "terseLabel": "Work in Process" } } }, "localname": "InventoryWorkInProcessNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofinventoryTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryWriteDown": { "auth_ref": [ "r245" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from reductions in inventory due to subsequent measurement adjustments, including, but not limited to, physical deterioration, obsolescence, or changes in price levels.", "label": "Inventory Write-down", "terseLabel": "Provision for obsolete inventory" } } }, "localname": "InventoryWriteDown", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentCompanyExpenseLimitationAgreementDescription": { "auth_ref": [ "r613" ], "lang": { "en-us": { "role": { "documentation": "Description of expense limitation agreement. Includes, but is not limited to, term of carryover expense and expense in excess of expense limitation.", "label": "Investment Company, Expense Limitation Agreement, Description", "terseLabel": "Agreement, description" } } }, "localname": "InvestmentCompanyExpenseLimitationAgreementDescription", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r94", "r178" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 2.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "terseLabel": "Interest income" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentTextBlock": { "auth_ref": [ "r225", "r229", "r232", "r233" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for investment.", "label": "Investment [Text Block]", "terseLabel": "LONG-TERM EQUITY INVESTMENT" } } }, "localname": "InvestmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestment" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentsDebtAndEquitySecuritiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Investments, Debt and Equity Securities [Abstract]" } } }, "localname": "InvestmentsDebtAndEquitySecuritiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock": { "auth_ref": [ "r225", "r570", "r585", "r618", "r641" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for investments in certain debt and equity securities.", "label": "Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]", "terseLabel": "SECURED PROMISSORY NOTES" } } }, "localname": "InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotes" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestorMember": { "auth_ref": [ "r509", "r510" ], "lang": { "en-us": { "role": { "documentation": "Business entity or individual that puts money, by purchase or expenditure, in something offering potential profitable returns, such as interest income or appreciation in value.", "label": "Investor [Member]", "terseLabel": "Investor [Member]" } } }, "localname": "InvestorMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r499", "r501" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "terseLabel": "Total lease costs" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofleasecostsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r276" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold Improvements [Member]" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "us-gaap_LesseeFinanceLeaseDescription": { "auth_ref": [ "r494" ], "lang": { "en-us": { "role": { "documentation": "Description of lessee's finance lease.", "label": "Lessee, Finance Lease, Description", "terseLabel": "Description of lease" } } }, "localname": "LesseeFinanceLeaseDescription", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r493" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseDescription": { "auth_ref": [ "r494" ], "lang": { "en-us": { "role": { "documentation": "Description of lessee's operating lease.", "label": "Lessee, Operating Lease, Description", "terseLabel": "Operating lease description" } } }, "localname": "LesseeOperatingLeaseDescription", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeOperatingLeaseRemainingLeaseTerm": { "auth_ref": [ "r494" ], "lang": { "en-us": { "role": { "documentation": "Remaining lease term of operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Remaining Lease Term", "terseLabel": "Lease term" } } }, "localname": "LesseeOperatingLeaseRemainingLeaseTerm", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LessorOperatingLeaseDescription": { "auth_ref": [ "r504" ], "lang": { "en-us": { "role": { "documentation": "Description of lessor's operating lease.", "label": "Lessor, Operating Lease, Description", "terseLabel": "Sublease description" } } }, "localname": "LessorOperatingLeaseDescription", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r59", "r125", "r199", "r231", "r293", "r294", "r295", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r441", "r446", "r447", "r472", "r516", "r517" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities [Abstract]", "terseLabel": "Liabilities:" } } }, "localname": "LiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r44", "r125", "r231", "r472", "r518", "r577", "r595" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders\u2019 equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r61", "r125", "r231", "r293", "r294", "r295", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r441", "r446", "r447", "r472", "r516", "r517", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current Liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesNoncurrent": { "auth_ref": [ "r23", "r24", "r25", "r34", "r35", "r125", "r231", "r293", "r294", "r295", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r441", "r446", "r447", "r472", "r516", "r517" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation due after one year or beyond the normal operating cycle, if longer.", "label": "Liabilities, Noncurrent", "totalLabel": "Total long-term liabilities" } } }, "localname": "LiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LicenseMember": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "Right to use intangible asset. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark.", "label": "License [Member]", "terseLabel": "Licenses [Member]" } } }, "localname": "LicenseMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityCommitmentFeeAmount": { "auth_ref": [ "r57" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the fee for available but unused credit capacity under the credit facility.", "label": "Line of Credit Facility, Commitment Fee Amount", "terseLabel": "Payment of loan commitment fees" } } }, "localname": "LineOfCreditFacilityCommitmentFeeAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityInterestRateDescription": { "auth_ref": [ "r57" ], "lang": { "en-us": { "role": { "documentation": "Description of interest rate for borrowing under credit facility. Includes, but is not limited to, terms and method for determining interest rate.", "label": "Line of Credit Facility, Interest Rate Description", "terseLabel": "Line of credit interest rate description" } } }, "localname": "LineOfCreditFacilityInterestRateDescription", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LinesOfCreditCurrent": { "auth_ref": [ "r32", "r575" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Line of Credit, Current", "terseLabel": "Aggregate principal amount" } } }, "localname": "LinesOfCreditCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SecuredPromissoryNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r63" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-term borrowings outstanding" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtPercentageBearingFixedInterestRate": { "auth_ref": [ "r62" ], "lang": { "en-us": { "role": { "documentation": "The interest rate applicable to the portion of the carrying amount of long-term borrowings outstanding as of the balance sheet date, including current maturities, which accrues interest at a set, unchanging rate.", "label": "Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate", "terseLabel": "Percentage of conversion price" } } }, "localname": "LongTermDebtPercentageBearingFixedInterestRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LongTermDebtTextBlock": { "auth_ref": [ "r312" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-term debt.", "label": "Long-term Debt [Text Block]", "terseLabel": "LONG-TERM NOTES PAYABLE" } } }, "localname": "LongTermDebtTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayable" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongTermInvestments": { "auth_ref": [ "r51" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 3.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle).", "label": "Long-term Investments", "terseLabel": "Long-term equity investment" } } }, "localname": "LongTermInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermNotesPayable": { "auth_ref": [ "r63" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.", "label": "Notes Payable, Noncurrent", "terseLabel": "Notes payable" } } }, "localname": "LongTermNotesPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r63" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/SecuredPromissoryNotesDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r63", "r292" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/SecuredPromissoryNotesDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MajorCustomersPolicyPolicyTextBlock": { "auth_ref": [ "r165", "r166", "r167", "r212" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for major customers. Major customers are those that the loss of such customers would have a material adverse effect on the entity.", "label": "Major Customers, Policy [Policy Text Block]", "terseLabel": "Schedule of concentration of customers" } } }, "localname": "MajorCustomersPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r104" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash flows provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract]", "terseLabel": "CASH FLOWS FROM FINANCING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r104" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash flows used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "CASH FLOWS FROM INVESTING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r104", "r107", "r110" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash flows used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]", "terseLabel": "CASH FLOWS FROM OPERATING ACTIVITES" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r9", "r80", "r81", "r85", "r89", "r110", "r125", "r134", "r136", "r137", "r138", "r139", "r141", "r142", "r148", "r185", "r197", "r201", "r204", "r207", "r231", "r293", "r294", "r295", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r466", "r472", "r581", "r600" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net loss", "totalLabel": "Net loss" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r136", "r137", "r138", "r139", "r143", "r144", "r149", "r152", "r185", "r197", "r201", "r204", "r207" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Net loss" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recently Adopted Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_NotesPayableCurrent": { "auth_ref": [ "r58" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.", "label": "Notes Payable, Current", "terseLabel": "Notes payable" } } }, "localname": "NotesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r173" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Business segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfReportableSegments": { "auth_ref": [ "r173" ], "lang": { "en-us": { "role": { "documentation": "Number of segments reported by the entity. A reportable segment is a component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements.", "label": "Number of Reportable Segments", "terseLabel": "Reportable segments" } } }, "localname": "NumberOfReportableSegments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating expenses:" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r185", "r197", "r201", "r204", "r207" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Operating loss" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r491" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Total lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r491" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r491" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating lease liabilities, net of current" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r492", "r496" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Operating cash flows for operating leases" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofotherInformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r490" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 5.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease right of use assets", "verboseLabel": "Operating lease assets" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofROUleaseassetsandleaseliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAssetAmortizationExpense": { "auth_ref": [ "r109" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for right-of-use asset from operating lease.", "label": "Operating Lease, Right-of-Use Asset, Amortization Expense", "terseLabel": "Amortization of right of use asset" } } }, "localname": "OperatingLeaseRightOfUseAssetAmortizationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r498", "r501" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted average discount rate \u2013 operating lease" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofotherInformationTable" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r497", "r501" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted average remaining lease term (in years)- operating lease" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofotherInformationTable" ], "xbrltype": "durationItemType" }, "us-gaap_OptionMember": { "auth_ref": [ "r451" ], "lang": { "en-us": { "role": { "documentation": "Contracts conveying rights, but not obligations, to buy or sell a specific commodity, or financial or equity instrument, at a specified price during a specified period (an American option) or at a specified date (a European option) which were purchased or otherwise acquired, excluding options written (for which a premium was received).", "label": "Options Held [Member]", "terseLabel": "Options to purchase common stock [Member]" } } }, "localname": "OptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofnetlosspershareTable" ], "xbrltype": "domainItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Description of Business and Basis of Presentation [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r19", "r20", "r21", "r60" ], "calculation": { "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable": { "order": 5.0, "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "Other accrued expenses" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofaccruedexpensesandothercurrentliabilitiesTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssets": { "auth_ref": [ "r31", "r573", "r591" ], "calculation": { "http://www.onds.com/role/ScheduleofothercurrentassetsTable": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets classified as other.", "label": "Other Assets", "totalLabel": "Total other current assets" } } }, "localname": "OtherAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofothercurrentassetsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r74", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "terseLabel": "Other current assets" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of other assets.", "label": "Other Assets, Fair Value Disclosure", "terseLabel": "Other current assets" } } }, "localname": "OtherAssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r55" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "totalLabel": "Total other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCurrentAssetsTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for other current assets.", "label": "Other Current Assets [Text Block]", "terseLabel": "OTHER CURRENT ASSETS" } } }, "localname": "OtherCurrentAssetsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/OtherCurrentAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherCurrentLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of other current liabilities.", "label": "Other Current Liabilities [Table Text Block]", "terseLabel": "Schedule of accrued expenses and other current liabilities" } } }, "localname": "OtherCurrentLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherDepreciationAndAmortization": { "auth_ref": [ "r92", "r109", "r275" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense charged against earnings to allocate the cost of tangible and intangible assets over their remaining economic lives, classified as other.", "label": "Other Depreciation and Amortization", "terseLabel": "Amortization expense" } } }, "localname": "OtherDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIncome": { "auth_ref": [ "r603" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 1.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue and income classified as other.", "label": "Other Income", "terseLabel": "Other income" } } }, "localname": "OtherIncome", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLongTermInvestments": { "auth_ref": [ "r51", "r598" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term investments classified as other.", "label": "Other Long-term Investments", "terseLabel": "Long term investment cost" } } }, "localname": "OtherLongTermInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r96" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "totalLabel": "Total other income (expense), net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Nonoperating Income (Expense) [Abstract]", "terseLabel": "Other income" } } }, "localname": "OtherNonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "stringItemType" }, "us-gaap_OtherPrepaidExpenseCurrent": { "auth_ref": [ "r14", "r17", "r251" ], "calculation": { "http://www.onds.com/role/ScheduleofothercurrentassetsTable": { "order": 2.0, "parentTag": "us-gaap_OtherAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Other Prepaid Expense, Current", "terseLabel": "Other prepaid expenses" } } }, "localname": "OtherPrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofothercurrentassetsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_OverAllotmentOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Right given to the underwriter to sell additional shares over the initial allotment.", "label": "Over-Allotment Option [Member]", "terseLabel": "Over-Allotment Option [Member]" } } }, "localname": "OverAllotmentOptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PatentsMember": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Exclusive legal right granted by the government to the owner of the patent to exploit an invention or a process for a period of time specified by law.", "label": "Patents [Member]", "terseLabel": "Patents [Member]" } } }, "localname": "PatentsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForRent": { "auth_ref": [ "r106" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash payments to lessor's for use of assets under operating leases.", "label": "Payments for Rent", "terseLabel": "Monthly rent" } } }, "localname": "PaymentsForRent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/CommitmentsandContingenciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireInProcessResearchAndDevelopment": { "auth_ref": [ "r98" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflows from the purchase of net carrying value allocated to in-process research and development costs and materials acquired in a business combination.", "label": "Payments to Acquire in Process Research and Development", "negatedLabel": "Purchase of American Robotics, Inc., net of cash acquired" } } }, "localname": "PaymentsToAcquireInProcessResearchAndDevelopment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireIntangibleAssets": { "auth_ref": [ "r99" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill.", "label": "Payments to Acquire Intangible Assets", "negatedLabel": "Patent costs" } } }, "localname": "PaymentsToAcquireIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireOtherInvestments": { "auth_ref": [ "r100" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to acquire investments classified as other.", "label": "Payments to Acquire Other Investments", "negatedLabel": "Investment in Dynam A.I." } } }, "localname": "PaymentsToAcquireOtherInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r99" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Purchase of equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r348", "r371" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company.", "label": "Preferred Stock [Member]", "netLabel": "Series A Preferred Stock [Member]", "terseLabel": "Preferred Stock", "verboseLabel": "Preferred Stock [Member]" } } }, "localname": "PreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r37", "r313" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value (in Dollars per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockPerShareAmountsOfPreferredDividendsInArrears": { "auth_ref": [ "r330" ], "lang": { "en-us": { "role": { "documentation": "Per share amount of cumulative preferred dividends in arrears.", "label": "Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears", "terseLabel": "Warrants to purchase an aggregate of common stock (in Dollars per share)" } } }, "localname": "PreferredStockPerShareAmountsOfPreferredDividendsInArrears", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r37" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized", "verboseLabel": "Preferred stock, authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r37", "r313" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued", "verboseLabel": "Preferred stock, shares Issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r37" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock, shares outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r37", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock - par value $0.0001; 5,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively, and none issued or outstanding at December 31, 2021 and December 31, 2020, respectively" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidInsurance": { "auth_ref": [ "r15", "r17", "r250", "r251" ], "calculation": { "http://www.onds.com/role/ScheduleofothercurrentassetsTable": { "order": 1.0, "parentTag": "us-gaap_OtherAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for insurance that provides economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Insurance", "terseLabel": "Prepaid insurance" } } }, "localname": "PrepaidInsurance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofothercurrentassetsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_PriorPeriodReclassificationAdjustment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of a reclassification adjustment made to prior period financial statement amounts.", "label": "Prior Period Reclassification Adjustment", "terseLabel": "Reclassification of derivative" } } }, "localname": "PriorPeriodReclassificationAdjustment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_PriorPeriodReclassificationAdjustmentDescription": { "auth_ref": [ "r2" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error.", "label": "Reclassification, Comparability Adjustment [Policy Text Block]", "terseLabel": "Reclassification" } } }, "localname": "PriorPeriodReclassificationAdjustmentDescription", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r101" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Net proceeds from public offering" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r101" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "terseLabel": "Proceeds from sale of common stock, net of costs" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock": { "auth_ref": [ "r101" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds from issuance of capital stock which provides for a specific dividend that is paid to the shareholders before any dividends to common stockholders and which takes precedence over common stockholders in the event of liquidation.", "label": "Proceeds from Issuance of Preferred Stock and Preference Stock", "terseLabel": "Proceeds from sale of preferred stock, net of costs" } } }, "localname": "ProceedsFromIssuanceOfPreferredStockAndPreferenceStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPrivatePlacement": { "auth_ref": [ "r101" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.", "label": "Proceeds from Issuance of Private Placement", "terseLabel": "Shares issued in public offering, net of costs" } } }, "localname": "ProceedsFromIssuanceOfPrivatePlacement", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r101" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "terseLabel": "Over-allotment Closing" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfProductiveAssets": { "auth_ref": [ "r97" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the sale of property, plant and equipment (capital expenditures), software, and other intangible assets.", "label": "Proceeds from Sale of Productive Assets", "terseLabel": "Net Proceeds" } } }, "localname": "ProceedsFromSaleOfProductiveAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofnetproceedsoftheofferingTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r101", "r372" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Proceeds from exercise of stock options and warrants" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r9", "r80", "r81", "r85", "r103", "r125", "r134", "r141", "r142", "r185", "r197", "r201", "r204", "r207", "r231", "r293", "r294", "r295", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r438", "r442", "r443", "r449", "r450", "r466", "r472", "r584" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Net loss" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r54", "r277" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r281", "r621", "r622", "r623" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "PROPERTY AND EQUIPMENT" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/PropertyandEquipment" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentFairValueDisclosure": { "auth_ref": [ "r467" ], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant, and Equipment, Fair Value Disclosure", "terseLabel": "Property and equipment" } } }, "localname": "PropertyPlantAndEquipmentFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r53", "r276" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property and equipment gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r29", "r30", "r277", "r518", "r586", "r596" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentOtherNet": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after depreciation of long-lived, physical assets used to produce goods and services and not intended for resale, classified as other.", "label": "Property, Plant and Equipment, Other, Net", "terseLabel": "Total property and equipment" } } }, "localname": "PropertyPlantAndEquipmentOtherNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r52", "r277", "r621", "r622" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r29", "r277" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Schedule of property and equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r29", "r276" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "us-gaap_ReceivablesPolicyTextBlock": { "auth_ref": [ "r217", "r219", "r220", "r221" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for receivable. Includes, but is not limited to, accounts receivable and financing receivable.", "label": "Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable" } } }, "localname": "ReceivablesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r340", "r509", "r510" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails", "http://www.onds.com/role/SecuredPromissoryNotesDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTaxExpenseDueToAffiliatesCurrent": { "auth_ref": [ "r389" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of any current tax-related balances due to affiliates as of the date of each statement of financial position presented.", "label": "Related Party Tax Expense, Due to Affiliates, Current", "terseLabel": "Accrued expenses" } } }, "localname": "RelatedPartyTaxExpenseDueToAffiliatesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionDescriptionOfTransaction": { "auth_ref": [ "r35", "r487", "r500", "r505", "r506", "r508" ], "lang": { "en-us": { "role": { "documentation": "A description of the related party transaction, including transactions to which no amounts or nominal amounts were ascribed and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements. Examples of common related party transactions are, sales, purchases and transfers of realty and personal property, services received or furnished, loans and leases to and from top management and affiliates.", "label": "Related Party Transaction, Description of Transaction", "terseLabel": "Description of related party transaction" } } }, "localname": "RelatedPartyTransactionDescriptionOfTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r340", "r509", "r512", "r557", "r558", "r559", "r560", "r561", "r562", "r563", "r564", "r565", "r566", "r567", "r568" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails", "http://www.onds.com/role/SecuredPromissoryNotesDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r507", "r508", "r510", "r513", "r514" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "RELATED PARTY TRANSACTIONS" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfNotesPayable": { "auth_ref": [ "r102" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a borrowing supported by a written promise to pay an obligation.", "label": "Repayments of Notes Payable", "negatedLabel": "Payments on loan payable" } } }, "localname": "RepaymentsOfNotesPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r380", "r553", "r626" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r380" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedStockExpense": { "auth_ref": [ "r109" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for award of restricted stock or unit under share-based payment arrangement.", "label": "Restricted Stock or Unit Expense", "terseLabel": "Restricted stock units" } } }, "localname": "RestrictedStockExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r153" ], "lang": { "en-us": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "terseLabel": "Restricted stock units [Member]" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofnetlosspershareTable" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number, after shares used to satisfy grantee's tax withholding obligation for award under share-based payment arrangement, of restricted shares issued. Excludes cash used to satisfy grantee's tax withholding obligation.", "label": "Restricted Stock, Shares Issued Net of Shares for Tax Withholdings", "terseLabel": "Restricted stock purchase" } } }, "localname": "RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted Stock Units (RSUs) [Member]", "verboseLabel": "RSU [Member]" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r41", "r331", "r376", "r518", "r594", "r610", "r611" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r0", "r131", "r132", "r133", "r135", "r140", "r142", "r234", "r373", "r374", "r375", "r403", "r404", "r465", "r607", "r609" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "auth_ref": [ "r120", "r121" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.", "label": "Revenue [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueRecognitionPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r87", "r125", "r176", "r177", "r196", "r202", "r203", "r209", "r210", "r212", "r231", "r293", "r294", "r295", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r472", "r584" ], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "netLabel": "Revenue, net", "terseLabel": "Revenues, net", "verboseLabel": "Total revenue" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable", "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockDescriptionOfTransaction": { "auth_ref": [ "r439", "r444", "r445" ], "lang": { "en-us": { "role": { "documentation": "Description of stock transaction which may include details of the offering (IPO, private placement), a description of the stock sold, percentage of subsidiary's or equity investee's stock sold, a description of the investors and whether the stock was issued in a business combination.", "label": "Sale of Stock, Description of Transaction", "terseLabel": "Description of transaction" } } }, "localname": "SaleOfStockDescriptionOfTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Sale of Stock, Number of Shares Issued in Transaction", "terseLabel": "Number of shares issued" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SaleOfStockPercentageOfOwnershipAfterTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of subsidiary's or equity investee's stock owned by parent company after stock transaction.", "label": "Sale of Stock, Percentage of Ownership after Transaction", "terseLabel": "Ownership percentage" } } }, "localname": "SaleOfStockPercentageOfOwnershipAfterTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r402" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of provision for (benefit from) income taxes" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r394" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of deferred tax assets and liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r152" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of net loss per share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r385" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of provision for income taxes with the amounts" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r261", "r264", "r555" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r261", "r264" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of finite-lived intangible assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfInventoryCurrentTableTextBlock": { "auth_ref": [ "r22", "r47", "r48", "r49" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process.", "label": "Schedule of Inventory, Current [Table Text Block]", "terseLabel": "Schedule of inventory" } } }, "localname": "ScheduleOfInventoryCurrentTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNetBenefitCostsTableTextBlock": { "auth_ref": [ "r339" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net benefit costs for pension plans and/or other employee benefit plans including service cost, interest cost, expected return on plan assets, gain (loss), prior service cost or credit, transition asset or obligation, and gain (loss) recognized due to settlements or curtailments.", "label": "Schedule of Net Benefit Costs [Table Text Block]", "terseLabel": "Schedule of net proceeds of the offering" } } }, "localname": "ScheduleOfNetBenefitCostsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amounts of other current assets.", "label": "Schedule of Other Current Assets [Table Text Block]", "terseLabel": "Schedule of other current assets" } } }, "localname": "ScheduleOfOtherCurrentAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/OtherCurrentAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r54", "r277" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "auth_ref": [ "r423" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "terseLabel": "Schedule of consideration" } } }, "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r185", "r188", "r200", "r258" ], "lang": { "en-us": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r185", "r188", "r200", "r258" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Schedule of segment information" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r352", "r359", "r361" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Schedule of warrants activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of assumptions used in the black-scholes model" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": { "auth_ref": [ "r264" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.", "label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]", "terseLabel": "Schedule of estimated amortization expense" } } }, "localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IntangibleAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SecurityDeposit": { "auth_ref": [ "r75" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of an asset, typically cash, provided to a counterparty to provide certain assurance of performance by the entity pursuant to the terms of a written or oral agreement, such as a lease.", "label": "Security Deposit", "terseLabel": "Security deposit amount" } } }, "localname": "SecurityDeposit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [ "r172", "r176", "r177", "r178", "r179", "r180", "r181", "r182", "r183", "r184", "r185", "r186", "r187", "r196", "r197", "r198", "r199", "r201", "r202", "r203", "r204", "r205", "r207", "r212", "r285", "r286", "r604" ], "lang": { "en-us": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r172", "r174", "r175", "r185", "r189", "r201", "r205", "r206", "r207", "r208", "r209", "r211", "r212", "r213" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "SEGMENT INFORMATION" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SegmentInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "auth_ref": [ "r190", "r191", "r192", "r193", "r194", "r195", "r210" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for segment reporting.", "label": "Segment Reporting, Policy [Policy Text Block]", "terseLabel": "Segment Information" } } }, "localname": "SegmentReportingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "monetaryItemType" }, "us-gaap_SeriesAPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series A preferred stock or outstanding series A preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series A Preferred Stock [Member]", "terseLabel": "Series A Preferred Stock" } } }, "localname": "SeriesAPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r108" ], "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r358" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted average grant-date fair value of exercise price (in Dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r366" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r365" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Volatility" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r367" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber": { "auth_ref": [ "r353", "r355" ], "lang": { "en-us": { "role": { "documentation": "Number of equity instruments other than options outstanding, including both vested and non-vested instruments.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number", "periodEndLabel": "Number of Shares Under Warrant, ending balance", "periodStartLabel": "Number of Shares Under Warrant, beginning balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r371" ], "lang": { "en-us": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant", "terseLabel": "Compensation committee grants" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Number of Shares Under Option, Granted" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r354", "r371" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Number of Shares Under Option, ending", "periodStartLabel": "Number of Shares Under Option, beginning" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r353" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Weighted Average Exercise Price, ending (in Dollars per share)", "periodStartLabel": "Weighted Average Exercise Price, beginning (in Dollars per share)", "terseLabel": "Stock options exercise price (in Dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r345", "r350" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Weighted Average Exercise Price, Granted (in Dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r348", "r351" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-based Payment Arrangement [Policy Text Block]", "terseLabel": "Share-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit": { "auth_ref": [ "r368" ], "lang": { "en-us": { "role": { "documentation": "The floor of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range.", "label": "Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit", "terseLabel": "Exercise price per shares (in Dollars per share)" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price", "terseLabel": "Par value (in Dollars per share)" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r349" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Options term" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r364", "r377" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected life in years" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofassumptionsusedintheblackscholesmodelTable" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average grant-date fair value of options vested.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted average grant-date fair value (in Dollars per share)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageExercisePrice1": { "auth_ref": [ "r356" ], "lang": { "en-us": { "role": { "documentation": "Weighted average exercise price as of the balance sheet date for those equity-based payment arrangements exercisable and outstanding.", "label": "Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price", "terseLabel": "Weighted average exercise price (in Dollars per share)" } } }, "localname": "SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageExercisePrice1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r362" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term of exercisable stock options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Weighted Average Remaining Contractual Life, Vested and Exercisable" } } }, "localname": "SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofstockoptionactivityTable" ], "xbrltype": "durationItemType" }, "us-gaap_SharesIssued": { "auth_ref": [ "r328" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.", "label": "Shares, Issued", "terseLabel": "Aggregate shares (in Shares)", "verboseLabel": "Common stock shares" } } }, "localname": "SharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Balance (in Shares)", "periodStartLabel": "Balance (in Shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "us-gaap_ShippingAndHandlingCostPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the classification of shipping and handling costs, including whether the costs are included in cost of sales or included in other income statement accounts. If shipping and handling fees are significant and are not included in cost of sales, disclosure includes both the amounts of such costs and the line item on the income statement which includes such costs.", "label": "Shipping and Handling Cost, Policy [Policy Text Block]", "terseLabel": "Shipping and Handling" } } }, "localname": "ShippingAndHandlingCostPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_ShortTermLeaseCost": { "auth_ref": [ "r495", "r501" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term lease cost, excluding expense for lease with term of one month or less.", "label": "Short-term Lease, Cost", "terseLabel": "Short-term lease costs" } } }, "localname": "ShortTermLeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofleasecostsTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r118", "r130" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "SUMMARY OF SIGNIFICANT ACCOUNT POLICIES" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SoftwareAndSoftwareDevelopmentCostsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchased software applications and internally developed software for sale, licensing or long-term internal use.", "label": "Software and Software Development Costs [Member]", "terseLabel": "Software [Member]" } } }, "localname": "SoftwareAndSoftwareDevelopmentCostsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State NOLs [Member]" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r6", "r172", "r176", "r177", "r178", "r179", "r180", "r181", "r182", "r183", "r184", "r185", "r186", "r187", "r196", "r197", "r198", "r199", "r201", "r202", "r203", "r204", "r205", "r207", "r212", "r258", "r279", "r285", "r286", "r604" ], "lang": { "en-us": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofsegmentinformationTable" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r36", "r37", "r38", "r122", "r125", "r145", "r146", "r147", "r150", "r152", "r157", "r158", "r159", "r231", "r293", "r297", "r298", "r299", "r302", "r303", "r313", "r314", "r317", "r321", "r328", "r472", "r634" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r0", "r68", "r83", "r84", "r85", "r131", "r132", "r133", "r135", "r140", "r142", "r156", "r234", "r328", "r331", "r373", "r374", "r375", "r403", "r404", "r465", "r474", "r475", "r476", "r477", "r478", "r479", "r607", "r608", "r609", "r645" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r131", "r132", "r133", "r156", "r554" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r37", "r38", "r331" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Issuance of shares in connection with acquisition of American Robotics, Inc. (in Shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r37", "r38", "r328", "r331" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Issuance of shares from 2021 Public Offering, net of costs (in Shares)", "verboseLabel": "Number of shares issued" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesOther": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued attributable to transactions classified as other.", "label": "Stock Issued During Period, Shares, Other", "terseLabel": "Shares issued in exercise of warrants (in Shares)" } } }, "localname": "StockIssuedDuringPeriodSharesOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesPurchaseOfAssets": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period as part of a transaction to acquire assets that do not qualify as a business combination.", "label": "Stock Issued During Period, Shares, Purchase of Assets", "terseLabel": "Purchase shares (in Shares)" } } }, "localname": "StockIssuedDuringPeriodSharesPurchaseOfAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross": { "auth_ref": [ "r328", "r331" ], "lang": { "en-us": { "role": { "documentation": "Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Gross", "terseLabel": "Restricted stock units issued (in Shares)", "verboseLabel": "Restricted shares issued (in Shares)" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation": { "auth_ref": [ "r37", "r38", "r328", "r331" ], "lang": { "en-us": { "role": { "documentation": "Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP).", "label": "Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture", "terseLabel": "Compensation shares (in Shares)" } } }, "localname": "StockIssuedDuringPeriodSharesShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r37", "r38", "r328", "r331", "r357" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Number of Shares Under Warrant, Exercised", "terseLabel": "Shares issued in exercise of options (in Shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofwarrantsactivityTable", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r68", "r328", "r331" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Issuance of shares in connection with acquisition of American Robotics, Inc." } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfUnits": { "auth_ref": [ "r68", "r328", "r331" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).", "label": "Stock Issued During Period, Value, Conversion of Units", "terseLabel": "Mandatory conversion of Series A" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfUnits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeBenefitPlan": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of shares issued during the period to an employee benefit plan, such as a defined contribution or defined benefit plan.", "label": "Stock Issued During Period, Value, Employee Benefit Plan", "terseLabel": "Forgiveness of accrued officer\u2019s salary" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeBenefitPlan", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r37", "r38", "r328", "r331" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of shares from 2021 Public Offering, net of costs", "verboseLabel": "Additional net proceeds (in Dollars)" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueOther": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of shares of stock issued attributable to transactions classified as other.", "label": "Stock Issued During Period, Value, Other", "terseLabel": "Shares issued in exercise of warrants" } } }, "localname": "StockIssuedDuringPeriodValueOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross": { "auth_ref": [ "r37", "r38", "r328", "r331" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate value of stock related to Restricted Stock Awards issued during the period.", "label": "Stock Issued During Period, Value, Restricted Stock Award, Gross", "terseLabel": "Restricted stock units issued" } } }, "localname": "StockIssuedDuringPeriodValueRestrictedStockAwardGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation": { "auth_ref": [ "r37", "r38", "r331", "r347", "r360" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture", "terseLabel": "Stock-based compensation" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r68", "r328", "r331" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "terseLabel": "Shares issued in exercise of options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockOrUnitsAvailableForDistributions": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of stock or units eligible for distribution to members or limited partners of the limited liability company (LLC) or limited partnership (LP).", "label": "Stock or Units Available for Distributions", "terseLabel": "Share units issued (in Shares)" } } }, "localname": "StockOrUnitsAvailableForDistributions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r38", "r42", "r43", "r125", "r218", "r231", "r472", "r518" ], "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Balance", "periodStartLabel": "Balance", "totalLabel": "Total stockholders\u2019 equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r0", "r1", "r84", "r125", "r131", "r132", "r133", "r135", "r140", "r231", "r234", "r331", "r373", "r374", "r375", "r403", "r404", "r436", "r437", "r448", "r465", "r472", "r474", "r475", "r479", "r608", "r609", "r645" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Stockholders' deficit" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityNoteAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Note [Abstract]" } } }, "localname": "StockholdersEquityNoteAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r123", "r314", "r316", "r317", "r318", "r319", "r320", "r321", "r322", "r323", "r324", "r325", "r327", "r331", "r333" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "STOCKHOLDERS\u2019 EQUITY" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_StockholdersEquityReverseStockSplit": { "auth_ref": [ "r332" ], "lang": { "en-us": { "role": { "documentation": "Description of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements.", "label": "Stockholders' Equity, Reverse Stock Split", "terseLabel": "Reverse stock split, description" } } }, "localname": "StockholdersEquityReverseStockSplit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r519", "r520" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "SUBSEQUENT EVENTS" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SummaryOfValuationAllowanceTextBlock": { "auth_ref": [ "r393" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of valuation allowances to reduce deferred tax assets to net realizable value, including identification of the deferred tax asset more likely than not will not be fully realized and the corresponding amount of the valuation allowance.", "label": "Summary of Valuation Allowance [Table Text Block]", "terseLabel": "Schedule of valuation allowance" } } }, "localname": "SummaryOfValuationAllowanceTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "xbrltype": "stringItemType" }, "us-gaap_TimingOfTransferOfGoodOrServiceAxis": { "auth_ref": [ "r334", "r336" ], "lang": { "en-us": { "role": { "documentation": "Information by timing of transfer of good or service to customer.", "label": "Timing of Transfer of Good or Service [Axis]" } } }, "localname": "TimingOfTransferOfGoodOrServiceAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "stringItemType" }, "us-gaap_TimingOfTransferOfGoodOrServiceDomain": { "auth_ref": [ "r334", "r336" ], "lang": { "en-us": { "role": { "documentation": "Timing of transfer of good or service to customer. Includes, but is not limited to, at point in time or over time.", "label": "Timing of Transfer of Good or Service [Domain]" } } }, "localname": "TimingOfTransferOfGoodOrServiceDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofdisaggregationofrevenueTable" ], "xbrltype": "domainItemType" }, "us-gaap_TrademarksMember": { "auth_ref": [ "r424" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style.", "label": "Trademarks [Member]", "terseLabel": "Trademarks [Member]" } } }, "localname": "TrademarksMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleoffinitelivedintangibleassetsTable" ], "xbrltype": "domainItemType" }, "us-gaap_TradingLiabilitiesFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.onds.com/role/ScheduleofconsiderationTable": { "order": 2.0, "parentTag": "us-gaap_FairValueNetAssetLiability", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of liabilities pertaining to principal and customer trading transactions, or which may be incurred with the objective of generating a profit from short-term fluctuations in price as part of an entity's market-making, hedging and proprietary trading. Examples include, but are not limited to, short positions in securities, derivatives and commodities.", "label": "Trading Liabilities, Fair Value Disclosure", "totalLabel": "Total liabilities assumed" } } }, "localname": "TradingLiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofconsiderationTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r223", "r224", "r226", "r227", "r228", "r308", "r326", "r464", "r521", "r522", "r523", "r524", "r525", "r526", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r534", "r535", "r536", "r537", "r538", "r539", "r540", "r541", "r542", "r543", "r544", "r545", "r546", "r547", "r548", "r549", "r550", "r634", "r635", "r636", "r637", "r638", "r639", "r640" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TypeOfArrangementAxis": { "auth_ref": [ "r435" ], "lang": { "en-us": { "role": { "documentation": "Information by collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations.", "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Axis]" } } }, "localname": "TypeOfArrangementAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations": { "auth_ref": [ "r388" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations.", "label": "Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations", "terseLabel": "Amount of addition state NOLs" } } }, "localname": "UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r160", "r161", "r163", "r164", "r168", "r169", "r170" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r394" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Change in valuation account" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofvaluationallowanceTable" ], "xbrltype": "monetaryItemType" }, "us-gaap_VehiclesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment used primarily for road transportation.", "label": "Vehicles [Member]", "terseLabel": "Vehicles [Member]" } } }, "localname": "VehiclesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofpropertyandequipmentTable" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrants to purchase common stock [Member]", "verboseLabel": "Warrant [Member]" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ScheduleofnetlosspershareTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).", "label": "Weighted Average Number of Shares Outstanding, Basic and Diluted", "terseLabel": "Weighted average number of common shares outstanding, basic and diluted (in Shares)" } } }, "localname": "WeightedAverageNumberOfShareOutstandingBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "xbrltype": "sharesItemType" } }, "unitCount": 5 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r10": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3000-108585" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3044-108585" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4297-108586" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4304-108586" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4313-108586" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4332-108586" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=SL98516268-108586" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18726-107790" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r130": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1278-109256" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2626-109256" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=124437754&loc=d3e543-108305" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6327-108592" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6787-107765" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r171": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8672-108599" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6911-107765" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=124429488&loc=d3e326-107755" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6935-107765" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e7018-107765" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599" }, "r213": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4647-111522" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5033-111524" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10149-111534" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10178-111534" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(4)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121614798&loc=d3e15032-111544" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=d3e27232-111563" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=SL120269820-111563" }, "r225": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "320", "URI": "http://asc.fasb.org/topic&trid=2196928" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r229": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "321", "URI": "http://asc.fasb.org/topic&trid=75115024" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r232": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "323", "URI": "http://asc.fasb.org/topic&trid=2196965" }, "r233": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "325", "URI": "http://asc.fasb.org/topic&trid=2197064" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(25))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4492-108314" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4542-108314" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4556-108314" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.BB)", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=27011343&loc=d3e100047-122729" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.BB)", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=27011343&loc=d3e100047-122729" }, "r249": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "330", "URI": "http://asc.fasb.org/topic&trid=2126998" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(26))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02 (17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "40", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=118172244&loc=d3e17916-109280" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=16397303&loc=d3e19379-109286" }, "r272": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123351718&loc=d3e2420-110228" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2921-110230" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(11))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r281": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6392676&loc=d3e7480-110848" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394232&loc=d3e17558-110866" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r289": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r291": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=d3e1107-107759" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6036836-161870" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612" }, "r312": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21488-112644" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.C)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187143-122770" }, "r333": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "710", "URI": "http://asc.fasb.org/extlink&oid=6409733&loc=d3e19396-108361" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(23))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=SL79508275-113901" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122142933&loc=d3e11374-113907" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "3B", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721525-107759" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r416": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5263-128473" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5333-128473" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5504-128473" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123385561&loc=d3e9135-128495" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "50", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123362884&loc=d3e9212-128498" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "30", "SubTopic": "50", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123362884&loc=d3e9215-128498" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "55", "SubTopic": "50", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6829253&loc=SL6831962-166255" }, "r434": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "808", "URI": "http://asc.fasb.org/extlink&oid=6931272&loc=SL5834143-161434" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4568447-111683" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4568740-111683" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569616-111683" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569655-111683" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4582445-111684" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(5))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "83", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125514181&loc=d3e34841-113949" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5579240-113959" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41638-113959" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624258-113959" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5708775-113959" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41675-113959" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123477628&loc=d3e90205-114008" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13433-108611" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13531-108611" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=123395306&loc=d3e36975-112693" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=123394419&loc=d3e40246-112709" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=123415192&loc=d3e39927-112707" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(c))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918666-209980" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918673-209980" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918703-209980" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408481&loc=SL77919138-209958" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408481&loc=SL77919140-209958" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=124258985&loc=SL77919359-209981" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=124258985&loc=SL77919370-209981" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123417830&loc=SL77919784-209982" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.12)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r514": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=d3e56071-112765" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "330", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=6471895&loc=d3e55923-109411" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "730", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=6472174&loc=d3e58812-109433" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "320", "Topic": "940", "URI": "http://asc.fasb.org/subtopic&trid=2176304" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(3))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.8)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r585": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "320", "Topic": "942", "URI": "http://asc.fasb.org/subtopic&trid=2209399" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "(c)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123345438&loc=d3e61044-112788" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16)(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.1(f))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04.4)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=66023616&loc=d3e9029-115832" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=118262064&loc=SL116631418-115840" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=118262064&loc=SL116631419-115840" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(13))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401414&loc=d3e603758-122996" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-06(3)(a)(3))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401414&loc=d3e604059-122996" }, "r618": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "320", "Topic": "946", "URI": "http://asc.fasb.org/subtopic&trid=2324412" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=123364037&loc=d3e3115-115594" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r627": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r628": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r629": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r630": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r631": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r632": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r633": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r634": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402" }, "r635": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)" }, "r636": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)" }, "r637": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)" }, "r638": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)" }, "r639": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.23)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r640": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)" }, "r641": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1403" }, "r642": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r643": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "i", "Publisher": "SEC", "Section": "3", "Subsection": "10" }, "r644": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a)(5))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8,17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226008-175313" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(1))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.3)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3179-108585" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" } }, "version": "2.1" } ZIP 91 0001213900-22-013991-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001213900-22-013991-xbrl.zip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‵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