Document And Entity Information
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 $0.0001 | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 89 | ||
Auditor Name | Rosenberg Rich Baker Berman, P.A. | ||
Auditor Location | Somerset, NJ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | 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 |
Consolidated Balance Sheets (Pa
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 |
Consolidated Statements of Oper
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 |
Consolidated Statements of Stoc
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 |
Consolidated Statements of Cash
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 |
Description of Business and Bas
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 ScoutBase TM TM 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. |
Summary of Significant Account
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, December 31, 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 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 ScoutBase TM TM 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 ScoutView TM 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 |
Other Current Assets
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 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 |
Property and Equipment
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 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. |
Goodwill and Business Acquisiti
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. |
Intangible Assets
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 Accumulated Net Gross Accumulated Net C arrying Amount Useful 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 2022 $ 2,072,570 2023 $ 2,571,280 2024 $ 2,571,003 2025 $ 2,571,003 2026 $ 2,566,164 |
Long-Term Equity Investment
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. |
Accrued Expenses and Other Curr
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 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 |
Secured Promissory Notes
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. |
Long-Term Notes Payable
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. |
Stockholders_ Equity
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 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. |
Segment Information
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 American Total Ondas American 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 |
Income Taxes
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 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 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. |
Commitments and Contingencies
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. |
Related Party Transactions
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. |
Subsequent Events
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. |
Accounting Policies, by Policy
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 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 ScoutBase TM TM 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 ScoutView TM 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 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 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. |
Summary of Significant Accoun_2
Summary of Significant Account Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of inventory | December 31, December 31, 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 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 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 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 Customer 2021 2020 A 41 % 47 % B 55 % 46 % |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | Years Ended 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Years Ended 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 |
Goodwill and Business Acquisi_2
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 ) |
Intangible Assets (Tables)
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 Accumulated Net Gross Accumulated Net C arrying Amount Useful 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 2022 $ 2,072,570 2023 $ 2,571,280 2024 $ 2,571,003 2025 $ 2,571,003 2026 $ 2,566,164 |
Accrued Expenses and Other Cu_2
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 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 |
Stockholders_ Equity (Tables)
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 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 |
Segment Information (Tables)
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 American Total Ondas American 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 |
Income Taxes (Tables)
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 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 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 % |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) | 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% |
Summary of Significant Accoun_3
Summary of Significant Account Policies (Details) | Oct. 08, 2021 | Aug. 06, 2021 | Jan. 22, 2021USD ($) | Jan. 24, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
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% |
Summary of Significant Accoun_4
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 |
Summary of Significant Accoun_5
Summary of Significant Account Policies (Details) - Schedule of changes in fair value associated with level 3 liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of changes in fair value associated with level 3 liabilities [Abstract] | ||
Balance, beginning of period | ||
Recognition of derivative liability | (32,906) | |
Change in fair value of derivative liability | (37,607) | |
Reclassification to additional paid in capital | 70,513 | |
Balance, end of period |
Summary of Significant Accoun_6
Summary of Significant Account Policies (Details) - Schedule of disaggregation of revenue - USD ($) | 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 |
Summary of Significant Accoun_7
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 |
Summary of Significant Accoun_8
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. |
Summary of Significant Accoun_9
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 |
Summary of Significant Accou_10
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% |
Summary of Significant Accou_11
Summary of Significant Account Policies (Details) - Schedule of measurement of lease liabilities | Dec. 31, 2021USD ($) |
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 |
Summary of Significant Accou_12
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 |
Summary of Significant Accou_13
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% |
Other Current Assets (Details)
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 |
Property and Equipment (Details
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 |
Property and Equipment (Detai_2
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 |
Goodwill and Business Acquisi_3
Goodwill and Business Acquisition (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
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 |
Goodwill and Business Acquisi_4
Goodwill and Business Acquisition (Details) - Schedule of consideration | 12 Months Ended |
Dec. 31, 2021USD ($) | |
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 |
Goodwill and Business Acquisi_5
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) |
Intangible Assets (Details)
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 |
Intangible Assets (Details) - S
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 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of estimated amortization expense | Dec. 31, 2021USD ($) |
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 |
Long-Term Equity Investment (De
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 |
Accrued Expenses and Other Cu_3
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 |
Secured Promissory Notes (Detai
Secured Promissory Notes (Details) - USD ($) | 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. 9, 2020 | |||||||||||
Funding in loan facility charges | $ 50,000 |
Long-Term Notes Payable (Detail
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 $100,000 or less annually were reduced by more than 25%. | |||
Common Stock [Member] | ||||
Long-Term Notes Payable (Details) [Line Items] | ||||
Percentage of conversion price | 20.00% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 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 |
Stockholders_ Equity (Details)
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 |
Stockholders_ Equity (Details_2
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 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of warrants activity - Warrants Activity [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
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 |
Stockholders_ Equity (Details_4
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) |
Segment Information (Details) -
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 |
Income Taxes (Details)
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 |
Income Taxes (Details) - Schedu
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) |
Income Taxes (Details) - Sche_2
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 |
Income Taxes (Details) - Sche_3
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 |
Income Taxes (Details) - Sche_4
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% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Oct. 08, 2021 | Aug. 05, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 30, 2018m² |
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 $8,500 per month, until their primary space is available, which is targeted for May 1, 2022. | ||||
Gibraltar Sublease [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Area of square feet | m² | 21,982 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 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 |
Subsequent Events (Details)
Subsequent Events (Details) - Business Combination[Member] | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Subsequent Events (Details) [Line Items] | |
Cash | $ | $ 900,000 |
Common stock shares | shares | 780,000 |