0001213900-24-028244.txt : 20240401 0001213900-24-028244.hdr.sgml : 20240401 20240401083637 ACCESSION NUMBER: 0001213900-24-028244 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 99 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240401 DATE AS OF CHANGE: 20240401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ondas Holdings Inc. CENTRAL INDEX KEY: 0001646188 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39761 FILM NUMBER: 24805730 BUSINESS ADDRESS: STREET 1: 53 BRIGHAM STREET STREET 2: UNIT 4 CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 6314187044 MAIL ADDRESS: STREET 1: 53 BRIGHAM STREET STREET 2: UNIT 4 CITY: MARLBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: ZEV VENTURES INC. DATE OF NAME CHANGE: 20150624 10-K 1 ea0202466-10k_ondashold.htm ANNUAL REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2023

 

or

 

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

 

For the transition period from ________ to ___________

 

Commission File Number: 001-39761

 

ONDAS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Nevada   47-2615102
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

 

53 Brigham Street, Unit 4, Marlborough, MA 01752

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number (888) 350-9994

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   ONDS   The Nasdaq Stock Market LLC

 

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

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer ☐ Accelerated filer ☐
  Non-accelerated filer ☒ Smaller reporting company ☒
      Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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

 

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $43,167,707. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

 

The number of shares outstanding of the issuer’s common stock as of March 27, 2024 was 65.6 million.

 

 

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

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

 

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

 

i

 

 

Risk Factor Summary

 

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

 

Risks Related to Our Business and Industry

 

  ● We have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability.
     
  ● The Company operates in evolving markets, which makes it difficult to evaluate the Company’s business and future prospects.
     
  ● Failure to manage our planned growth could place a significant strain on our resources.

 

  ● If we fail to retain our existing customers or do not acquire new customers in a cost-effective manner, our revenue may decrease and our business, financial condition or results of operations may be harmed.
     
  ● Our contractors may fail to satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which may have a material adverse effect on our business, financial condition and results of operations.
     
  ● Material delays or defaults in customer payments could leave us unable to cover expenditures related to such customer’s projects, including the payment of our subcontractors.
     
  ● Warranty claims resulting from our services could have a material adverse effect on our business, financial condition or results of operations.
     
  ● Our marketing efforts depend significantly on our ability to receive positive references from our existing customers.
     
  ● Our technology, products and services have only been developed in the last several years and we have had only limited opportunities to deploy and assess their performance in the field at full scale.

 

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

 

  ● If our products do not interoperate with our customers’ other systems, the purchase or deployment of our products and services may be delayed or cancelled.
     
  ● Cyberattacks through security vulnerabilities could lead to disruption of business, reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.

 

ii

 

 

  ● If the Company is required to write down goodwill and other intangible assets, the Company’s financial condition and results could be negatively affected.
     
  ● War, terrorism, and other acts of violence may affect the markets in which we operate, our clients and our product and service delivery.
     
  ● We may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.
     
  ● Litigation may adversely affect our business, financial condition, and results of operations.
     
  ● Our products have inherent safety risks, as they often operate in hazardous industrial environments and are relied on by our customers to operate in a safe manner. If the reliability of our products fails to meet expected levels during commercial operation, this could result property damage, injury, death, financial harm to the business, and/or brand harm to the business.

 

Risks Related to Regulatory Requirements  

 

  ● We and our customers operate in a highly regulated business environment and changes in regulation could impose costs on us or make our products less economical.
     
  ● Failure to obtain necessary regulatory approvals from the Federal Aviation Administration (“FAA”) or other governmental agencies, or limitations put on the use of small UAS in response to public privacy and other concerns, may prevent us from expanding the sales of our drone solutions to industrial and government customers in the United States.
     
  ● Substantially all our current products depend on the availability and are subject to the use of licensed radio frequencies regulated by the Federal Communications Committee (“FCC”) in the United States.
     
  ● As a manufacturer of commercial UAS, we are subject to various government regulations, restrictions and requirements, and may be subject to additional regulations in the future, violation of which could subject us to sanctions or otherwise harm, restrict or add costs to our business.

 

Risks Related to our Intellectual Property

 

  ● Our ability to protect our intellectual property and proprietary technology is uncertain.
     
  ● Our business may suffer if it is alleged or found that our products infringe the intellectual property rights of others.
     
  ● Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

 

Risks Related to our Financial Results

 

  ● We will need to generate significant sales to achieve profitable operations.
     
  ● Our future profitability may be dependent upon achieving cost reductions and projected economies of scale from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs and projected economies of scale could materially adversely affect our business.

 

iii

 

 

  ● If our internal controls over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

 

●Following the completion of the acquisition of Airobotics, our exposure to fluctuations in foreign currency exchange rates has increased.

 

Risks Related to our Common Stock

 

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

 

Risks Related to the Notes

 

●We may not have the ability to pay interest on the certain (i) 3% Senior Convertible Notes Due 2024 (the “2022 Convertible Exchange Notes”) and (ii) 3% Series B-2 Senior Convertible Notes (the “2023 Additional Notes,” together with the 2022 Convertible Exchange Notes, the “Notes”) or to redeem the Notes.

 

●Provisions in the Notes may deter or prevent a business combination that may be favorable to you.

 

●Future sales of a significant number of our shares of Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our shares of Common Stock or cause it to be highly volatile.

 

●Our financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, customary covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.

 

●Provisions in the Notes may deter or prevent a business combination that may be favorable to you.

 

●Future sales of a significant number of our shares of Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our shares of Common Stock or cause it to be highly volatile.

 

●Our financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, customary covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.

 

iv

 

 

Item 1. Business.

 

This business description should be read in conjunction with our audited Consolidated Financial Statements and accompanying notes thereto appearing elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which are incorporated herein by this reference.

 

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

 

Corporate Overview

 

Ondas Holdings Inc. is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc. (“Ondas Networks”), Ondas Autonomous Holdings Inc. (“OAH”), Airobotics, Ltd (“Airobotics”), and American Robotics, Inc. (“American Robotics” or “AR”). Airobotics is an Israeli-based developer of autonomous drone systems. American Robotics is a leading developer of highly automated commercial drone systems. Airobotics and American Robotics operate together under OAH as a separate business unit called Ondas Autonomous Systems. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments, and the following is a discussion of each segment. See Note 1, Note 2, and Note 12 of the accompanying Consolidated Financial Statements for further information regarding our segments.

 

Ondas Networks

 

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

 

We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing serial-based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. 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 802.16 standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we continue to take a leadership position in IEEE as it relates to wireless networking for industrial markets. The freight rail operators through the Association of American Railroads (“AAR”) and its advisory subsidiary MxV Rail have adopted the IEEE 802.16 standard for future private wireless networks.

 

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

 

1

 

 

Ondas Autonomous Systems

 

Our Ondas Autonomous Systems business unit develops and integrates drone-based solutions focusing on high-performance critical applications for government and Tier-1 commercial enterprises. Ondas is marketing comprehensive drone-based solutions to address the needs of governmental and commercial customers based on its commercially available platforms: the Optimus System™, a fully autonomous drone platform capable of continuous and multipurpose aerial data capturing and analytics, and the Iron Drone Raider™ , a fully autonomous interceptor drone designed to neutralize small hostile drones.

 

Our unique, fully autonomous platforms enable cutting-edge aerial capabilities and are designed to serve and protect critical infrastructure and operations. Our business focuses on end-user entities in Public Safety, Defense, Homeland Security, Smart City, Port Authorities, State Departments, and other governmental entities together with commercial customers of industrial sensitive facilities such as Oil & Gas, Seaports, Mining, and Heavy Construction. For these industries, Ondas Autonomous Systems provides specialized real-time aerial data capturing and aerial protection solutions in the most complex environments such as urban areas, sensitive and critical facilities and field area operations, and high-priority projects. In addition, we offer a wide suite of supplementary, enabling services for successful implementation such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations.

 

Our portfolio companies, American Robotics and Airobotics, form a unique, powerful, and synergistic combination covering all the aspects required for successful Aerospace business together with data technologies and services for digital transformation industries. Our companies are specialized in addressing all the challenges arising along these types of product lifecycles including research and development, manufacturing, certification, and ongoing support.

 

Ondas Autonomous Systems and its portfolio companies have already gained a track record of industry-leading regulatory successes including the securing of the first-of-its-kind Type Certification (TC) from the FAA for the Optimus 1-EX UAV on September 25, 2023, becoming the first autonomous security data capture UAV to achieve this distinction. TC, recognized as the highest echelon of Airworthiness Certification, streamline operational approvals for broad flight operations over people and infrastructure. The certification verifies the compliance of the system’s design with the required FAA airworthiness and noise standards, ensuring safe operation within the US National Airspace System (NAS) thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA Type Certification will enable drone operations beyond-visual-line-of-sight (BVLOS) without a human operator on-site. With a strong footprint in the US market and worldwide, we believe that Ondas Autonomous Systems is well-positioned with proven technology, a unique offering, and strong capabilities to strategically transform critical operations with our cutting-edge drone tech and capabilities.

 

Partnership with Siemens and Market Advancements

 

Ondas Networks and Siemens Mobility (“Siemens”) have a strategic partnership to both market our FullMAX-based networking technology and services and to jointly develop wireless communications products for the North American Rail Industry based on Siemens’ Advanced Train Control System (“ATCS”) protocol and our FullMAX MC-IoT platform.

  

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

 

Ondas and Siemens developed a new locomotive radio to support European Railroads. We secured an initial volume order from Siemens for the Class I Rail 900 MHz Network consisting of both ATCS compatible products along with Ondas’ catalog products. We received government authorization to sell ATCS radios in Canada and Siemens and launched our joint effort for the European market at Innotrans in Berlin. Siemens and Ondas demonstrated our over the air compatibility to systems used by passenger rails in the Northeast Corridor of the US. In addition, we have developed a new radio for the Head of Train (HOT) Market in North America and a similar product for the Indian rail market. Siemens has received initial orders for the HOT product from a customer in India.

 

2

 

 

In March 2023 the AAR formally announced that IEEE 802.16 standard would be the wireless platform for the greenfield 900 MHz network. In April 2023, the American Railway Engineering and Maintenance-of-Way Association (AREMA) voted to require the use of 802.16 in the 900 MHz greenfield band; The AAR also confirmed they have agreed with the Federal Communications Committee to retire the legacy 900 MHz band by September 2025 and that the wireless network in the new 900 MHz band would be substantially built by April 2026. In May and June 2023, we responded to RFPs to passenger rail customers in the Northeast Corridor. In February 2024, Ondas received an order from Siemens to develop and supply the next generation ACSES PTC data radio in the 220 MHz frequency band to be designed specifically for the Northeast Corridor which includes integration of Ondas’ IEEE 802.16 capability.  

 

Our relationship with Siemens has expanded significantly since entering into the partnership both with (i) the wider marketing of our wireless technology platform and (ii) multiple additional joint-product programs. Siemens has expanded its marketing reach of Ondas Networks products with identified opportunities in North American Transit Rail as well as in European and Asian Rail markets. We believe our technology has broad potential in these large, newly targeted markets.

 

Our Strategy

 

Our goal is to be a global leader in providing turnkey data solutions for industrial, public safety and government markets by offering i) secure wireless connectivity solutions enabling high-bandwidth, mission-critical Industrial Internet applications and services through Ondas Networks and ii) aerial security and data collection and analysis via automated drone platforms through Ondas Autonomous Systems.

 

The key elements of our growth strategy include the following:

 

●Deliver multiple North American Class I Railroad network opportunities through our FullMAX platform. Our marketing and business development efforts combined with our exclusive strategic partnership with Siemens has generated the potential for significant sales in our targeted end markets. We expect large-scale commercial adoption of our network technology by the North American Class 1 Railroad operators in the newly awarded 900 MHz frequency band. Ondas and Siemens together are working with our railroad customers on commercial deployment strategies which we expect will significantly increase purchase orders for equipment and services in the North American Class I Rail markets with expansion plans into passenger and transit markets. In addition, together with Siemens and the Rail industry, we are positioning our FullMAX platform as an upgrade for both the 450 MHz HOT network and the legacy 160 MHz voice-centric networks owned and operated by the North American Class 1 Railroad operators.

 

●Expand fleet deployments of our Optimus System™ in the US by marketing solutions to the government and commercial markets, focusing on critical infrastructure and public safety applications first, to overcome the drone industry’s regulatory and operational barriers and extend our first-mover advantage. We have developed a strong customer pipeline with planned commercial deployments of our Optimus System™ for government and commercial markets for public safety, smart city, and inspection and monitoring of critical assets, industrial facilities, and construction projects. We plan to leverage our unique industry positioning, owning the first drone system approved by the FAA for automated remote operation BVLOS without a human operator or visual observer on-site, and other qualitative advantages of our organization and talent. We will focus on supporting fleet deployments with existing customers while expanding our pipeline of new customer relationships that can be converted to fleet deployments.

 

●Expand fleet deployments of our Optimus System™ worldwide by leveraging new distribution partners - new international markets with partners we have announced worldwide. In addition, we plan to secure additional customers and distribution partners for our Optimus System™ and Iron Drone Raider™, while supporting and expanding our fleet deployments in the UAE with existing customers, expanding our new customer pipeline, and pursuing new joint ventures.

 

3

 

 

●Expand our offering to the defense sector in the US and worldwide marketing based on our Iron Drone Raider™ platform and Optimus System™. We plan to secure a Green UAS List designation from a program administered by the Association for Uncrewed Vehicle Systems (“AUVSI”) in order to certify the Optimus System™ as compliant with the highest levels of cybersecurity and supply chain requirements as outlined in the National Defense Authorization Act (NDAA). We believe inclusion on the Green List will further demonstrate the maturity and quality of our system and help accelerate acceptance from U.S. governmental entities for use in defense, homeland security, public safety, and municipal markets requiring the highest levels of security and reliability. Upon successful completion of the program, we believe our Optimus drone will be the only Green UAS certified drone that has also received an FAA Type Certificate. We believe the Green List provides an opportunity to transition from the Green UAS cleared list to the Blue UAS cleared list and be eligible for purchase by the U.S. Department of Defense. We plan to finalize the Green List certification by the end of April 2024.

 

●Expand our industrial wireless and autonomous drone solutions via additional partnerships, joint ventures, or acquisitions. In addition to internal investment and development, we will continue to actively pursue external opportunities to enhance our product offerings and solutions for our critical infrastructure customers via joint ventures, partnerships, and acquisitions. We intend to focus on companies with complementary technologies or product offerings or synergistic distribution strategies.

 

Our Business Model

 

Ondas Networks

 

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

 

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

 

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

 

Software and hardware maintenance agreements: Our customers contract with us for extended software and hardware maintenance which provide them with critical ongoing support for their installed network. These contracts provide revenue to us in the year following an initial installation. Software maintenance licenses entitle the customer to ongoing software and security upgrades as well as enabling the provision of additional system features. Similarly, hardware maintenance programs provide customers with extended equipment warranty terms for an installed network.

 

4

 

 

These arrangements allow our customers to continue to maintain a modern, flexible and upgradeable network over a long period of time. These agreements may extend for multiple years given the long average life of the installed and growing network.

 

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

 

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

 

Ondas Autonomous Systems

 

Ondas Autonomous Systems markets aerial solutions based on its Optimus System™ and Iron Drone Raider™ platforms via direct sales to enterprises and government customers. Additionally, Ondas Autonomous Systems utilizes channel marketing strategies, building a network of partners and agents to distribute our solutions. We focus on identifying and qualifying large, sophisticated customers with active drone programs who have the ability and intent to expand those programs and eventually deploy fleets of automated drones across their portfolio of assets. Our unique value proposition is based on our core strategic capability to provide holistic solutions, being a trusted one-stop-shop for major entities, and de-risking innovative complex drone implementation processes.

 

After initial customer qualification, contracting and the receipt of a purchase order, we ship and install our platforms and solutions on the customer premises. Via American Robotics and Airobotics staff, we are planning our customers deployments providing complete support for all stages of implementation. Our field service personnel remain on location for a short period of time to ensure the programmed automated drone operations are meeting customer and regulatory requirements and implemented successfully on-prem, on-time and on-budget.

 

We offer our solutions in several business models designated to allow the required flexibility and benefits for our customers and creating recurring revenues and organic growth within our accounts:

 

●Drone Infrastructure and Data-as-a-Service (DaaS) – This model is the typical agreement we have with our customers. Our Optimus System™ based solutions can be provided under a DaaS agreement where we bundle hardware, software, operations, and maintenance into one annual subscription fee. We install the Optimus Systems as a fixed aerial infrastructure on premises or areas serving one or multiple customers on a flexible consumption business model allowing end users to procure aerial and data services over the drone network in the area. This model is applicable in two major scenarios:

 

oOwner/Operator Model – For example, an agreement with a construction site owner/operator as the central user of the services with additional aerial data services to subcontractors and tenants of the construction site. The site owner/operator will use the drone infrastructure for progress remote monitoring and planed-vs-built applications, and in addition will allow more services to the site’s tenants and sub-contractors such as monitoring and inspection and data collection use cases. In many instances, multiple customers will subscribe for each unique service.

 

oJoint-Venture Model - For example, when entering an urban industrial area and deploying the drone infrastructure in partnership with an established local governmental or commercial entity and providing data service to the entity and to third party customers in the region creating recurring revenue by increasing the amount and type of service provided over to drone network.

 

●Direct Sales & Service - Our Optimus System™ and Iron Drone Raider™ platforms can be purchased and be owned and operated by our end users or resellers via partnerships or joint ventures with third party drone services providers. These types of agreements typically include arrangements for ongoing services including training and maintenance. System purchases can be preferred by certain public safety and homeland security customers directly or via distribution through value-added resellers and partners.

 

5

 

 

Our Products and Services

 

Ondas Networks

 

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

 

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

 

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

 

We are dedicated to promoting standards-based wireless connectivity solutions for our customers. Our FullMAX platform is compliant with the mission critical wireless Industrial Internet IEEE 802.16. Since 2017, the specifications in the IEEE 802.16 standard are primarily based on our FullMAX technology, and many of our customers and industrial partners actively support our technology during the IEEE standards-making process. In January 2020, a new working group was launched by the IEEE to establish IEEE 802.16t, a further evolution of this wireless standard. The IEEE 802.16t working group includes industry-leading trade organizations such as the Association of American Railroads (“AAR”), MxV Rail (“MxV Rail”), the Utilities Technology Council (UTC) and the Electric Power Research Institute (EPRI), as well as representation from world-leading transportation and oil and gas companies. IEEE 802.16t has now received approval to be incorporated into the standard, which is expected to be published in 2024. This new version of the standard has incorporated many new critical functionalities including support for software control/coordinate base stations and direct peer to peer (DPP) connections. We expect our technology to remain a prominent feature of this evolving standard.

  

6

 

 

Ondas Autonomous Systems

 

We provide our customers with turnkey data and security aerial solutions designed to meet their unique requirements in complex environments. Our solutions combine our platforms the Optimus System™ and Iron Drone Raider™ together with a wide suite of supplementary services to insure successful deployment and integration of the solution on-prem.

 

The Optimus System™

 

The Optimus System™ is a fully autonomous drone platform capable of continuous and multipurpose drone operations for various applications. As one of the world’s first “drone-in-a-box” type drone, the Optimus System™, is marketed as an “Aerial Drone Infrastructure”. The Optimus System™ is deployed for aerial data collection and analysis for security, surveillance, and supervision in governmental and commercial end markets. The Optimus System™ provides a cutting-edge solution to various use cases of public safety, security, industrial Smart City and other critical operations. The platform enables routine high-resolution on-demand aerial response, together with automated aerial mapping, surveying, and inspection capabilities, which are highly valued in the relevant digital transformation and Gov-Tech markets such as Public Services, Oil & Gas, Infrastructure, heavy construction, Rail and Ports and more.

 

The Optimus System™ consists of (i) Optimus™, a highly automated, AI-powered drone with advanced imaging payloads, (ii) the Airbase™, a ruggedized weatherproof base station for housing, battery swapping, battery charging, payload swapping, data processing, and cloud transfer, and (iii) Insightful™, a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere in the world. These major subsystems are connected via a host of supporting technologies. Airbase™ has internal robotic systems that enable the automated swapping of batteries and payloads. Automated battery swapping allows for 24/7 operation of Optimus as the Optimus drone can immediately be redeployed after returning to the dock for a battery swap. Similarly, the ability to autonomously swap sensors and advanced payloads without human intervention allows for the Optimus System™ to provide multiple applications and use cases from a single location.

 

We design, develop and manufacture the Optimus System™, an autonomous drone platform, providing high-fidelity, ultra-high-resolution aerial security and data collection and analysis to enterprise and government customers. We currently prioritize the marketing of our Optimus System™ which provides customers with turnkey aerial security and data collection services and the ability to continuously digitize, analyze, and monitor their assets and field operations in real-time or near real-time.

 

The Optimus 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. Once installed in the field at customer locations, a fleet of connected Optimus Systems™, which are often deployed as networked drone infrastructure, remains indefinitely positioned in an area of operation, automatically collecting, and seamlessly delivering security, data and information regularly and reliably.

 

The Iron Drone Raider™ System

 

In March 2023, Airobotics acquired the assets of Iron Drone Ltd, an Israeli counter-drone company, and fully integrated its team and technology into the Company.

 

We offer The Iron Drone Raider™ system, which is a state-of-the-art counter-drone solution designed to counter small drones as they are a growing threat in many defense, homeland security, and public safety aspects. As a cutting-edge technology, it is specifically marketed to military, government, and enterprise customers, offering robust defense and security for critical infrastructure, valuable assets, and human lives.

 

7

 

 

The Iron Drone Raider™ is comprised of a docking station and intercepting drones and can be integrated into any mobile drone detection system. The heart of the Raider™ lies in its level of autonomy, allowing it to fly without GPS, day, or night, and safely neutralize small suspicious drones with minimal collateral damage, lowering them to the ground with a designated parachute. The system uses AI technologies and onboard cameras and computers to enable it to detect and intercept unauthorized or hostile drones effectively, capable of addressing multiple hostile drone targets simultaneously. It can seamlessly integrate with various existing drone detection systems, making it adaptable and versatile for different operational contexts.

 

During 2023 we upgraded the Iron Drone Raider™ system to address the needs of the Israel defense industries market and end users to support the efforts of protecting military and civil operations against the threat of small kamikaze and surveillance hostile drones.

 

Ondas Autonomous Systems Services

 

Ondas Autonomous Systems provides specialized real-time aerial data capturing and analytics together with aerial protection services based on its systems. In addition, we offer a wide suite of supplementary enabling services for successful implementation and customization such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations. This unique combination makes our enterprise a one-stop-shop of visionary drone installations.

 

Certification and Aviation Regulatory Services. American Robotics and Airobotics have industry leading regulatory successes which include having the first drone system approved by the FAA for automated operation BVLOS without a human operator or visual observer on-site. American Robotics’ FAA approvals were enabled by integrating a suite of proprietary technologies, including Detect-and-Avoid (“DAA”) and other proprietary intelligent safety systems into its autonomous drone platform, which we plan to integrate into the Optimus System™. Our regulatory team has been working closely with Civil Aviation Authorities worldwide since 2016 to explore new and innovative approaches for approving complex automated BVLOS flights over people. Our regulatory strategy has consistently proven successful, leading to numerous pioneering regulatory accomplishments worldwide, cementing our position as a leader in the global drone industry. Our team of experts actively participates in rule-making advisory committees, drone associations, and maintains direct communication with regulators in each country we operate in. We are committed to staying ahead of the curve in terms of drone regulations and compliance. Working with us allows customers to certify and coordinate complicated drone operations with regulators worldwide.

 

Training, Maintenance and Remote Operations. American Robotics and Airobotics have gained substantial experience in drone operations worldwide. This includes training, maintenance and remote operations services. Our operational teams are highly qualified in all of the drone operation roles, including drone piloting, training, and maintenance. As an aerospace developer, manufacturer, and operator our operational capabilities enable our customers to overcome many operational challenges and reach operational readiness fast.

 

Implementation and customization. American Robotics and Airobotics have gained substantial experience in implementation and customization of our solutions to our customers. We offer support and engineering services to our customers in order to successfully integrate our aerial platforms with the highest levels of both automation and data security, quickly and efficiently.

 

The Market for Our Products and Services

 

Ondas Networks

 

We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing serial-based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. In addition to data capacity challenges, rail operators need to reliably cover the vast and often remotely located rail track and related infrastructure which extends nationwide. The rail operators require a next-generation, robust broadband system with significantly increased data throughput capacity and flexibility to adopt new applications. We believe a transition to integrated Fog-computing wireless communications systems will enable the rail operators to drive more intelligence to the edge of their operating environments enabling real time automation and better operator control of many critical operating systems related to train control, crossing safety, train and track integrity and drone operations. This upgrade cycle is being driven by a recent key event in which the Class 1 rail systems in the U.S are required, by 2025, to vacate a series of legacy narrowband channels given to them by the FCC. The completion of this multiyear negotiation between the FCC and other licensed users is projected to generate a major network upgrade cycle for the rail industry which will support enhanced safety and improved efficiency and profitability of train operations.

 

8

 

 

The North American Rail Network is vast in scale, consisting of 140,000 miles of track, 25,000 locomotives, and 1.6 million railcars. Within this large footprint, we believe there are 200,000 highway crossings, with at least 65,000 of the crossings equipped with electronic systems today, a number which is expected to increase in the coming years. The Class I railroads currently operate four separate private wireless networks in support of train operations. Those networks are deployed using spectrum in the 160 MHz, 220 MHz, 450 MHz and 900 MHz bands. We believe a significant portion of the communications infrastructure has been in operation for more than 20 years and now requires a technological upgrade to support new applications and increased capacity requirements. Our FullMAX MC-IoT platform offers an excellent migration path for these applications. The Class I Railroads value the ability of our frequency agnostic SDR architecture to enable a substantial data capacity increase utilizing the railroad’s existing wireless infrastructure and dedicated FCC licensed radio frequencies, as well as the flexibility to adapt to and take advantage of future changes in spectrum availability, as well as future business and operational requirements. Based upon management estimates, we believe the addressable market for the four private North American Railroad networks is approximately $1.3 billion. We believe the 900 MHz network will be the first network upgrade to adopt our FullMAX technology and we estimate that the market size for the 900 MHz network is approximately $450 million.

 

Ondas Autonomous Systems

 

The total addressable market (“TAM”) of Ondas Autonomous Systems is measured at over $100 billion in size according to management estimates and independent third-party research. The TAM comprises the potential value of Ondas’ Optimus System in the global civil and military UAV market and in the drone services market and the addressable market of the Iron-Drone Raider system in the Counter-Unmanned Aircraft Systems (C-UAS) markets.

 

Ondas competes in the large drone markets which was valued by a study by Spherical Insights at $28.5 billion in 2021 and forecasted to grow further at a compound annual growth rate of 27% reaching $260 billion by 2030. In addition, Ondas provides drone services including drone data and data analytics based on multiple various sensors, in addition to maintenance, repair and operational service. According to Fortune Business Insights, drone market services is valued at $13.9 billion in 2022 and projected to grow to $189.4 billion by 2030. In the US, the FAA anticipates that the growth rate in the commercial drone sector will remain high over the next few years. This is primarily driven by the regulatory clarity that Part 107 rules continues to provide to industry. This is further supported by the Operations Over People final rule, published on December 28, 2020, which is the latest incremental step towards further integration of small drones into the national airspace. Ondas has secured a key position within this market, holding the first FAA Airworthiness Type Certificate, allowing it to apply to fly its drones in complex populated environments.

 

In addition to the Optimus System and its related drone services, Ondas also competes in the C-UAS market providing the Iron-Drone Raider system for counter drone kinetic interception. The growing C-UAS technology market has been valued in a recent study published by Grand View Research in 2023, at $1.4 billion in 2022, and $1.9 billion in 2023, and forecasted growth at a compound annual growth rate of 28.1% from 2023 to 2030 with a revenue forecast for 2030 of $10.6 billion. We believe these studies underestimate the potential market size, because they don’t fully consider the potential effect of security vulnerabilities on the value of the activities the C-UAS equipment protects and enables, in sensitive locations such as major sporting events, and the protection of industrial assets such as in the energy and utility sectors. Notably, although the North American C-UAS marketplace is the largest by revenue, twelve other regions of the world are also active in C-UAS. High-profile events in other countries involving UAS such as the war in Ukraine, the Israel-Hamas conflict, or the December 2018 Gatwick Airport incident when reported UA sightings essentially closed that major airport – have drawn attention to the need for C-UAS technology internationally.

 

9

 

 

Customer Activity

 

Ondas Networks

 

The majority of Ondas Networks customer activity has been with the Class 1 freight railroad operators and Siemens in North America. There are seven Class I railroads in North America, all of which run multiple, frequency-specific networks for different applications. Our FullMAX platform has the flexibility to operate in all these frequency bands and will allow these customers the opportunity to better utilize their radio spectrum and add more high-value, data-intensive applications to their operations. Ondas Networks has completed multiple, testing and pilot programs with railroads including Norfolk Southern Corporation, BNSF Railway Company and CSX Corporation, three North American Class I freight railroad operators. This activity has spanned from the system validation work performed on behalf of the Association of American Railroads’ (AAR) Wireless Communications Committee (WCC) as well as the current programs managed by Ondas and Siemens to formally integrate Ondas wireless technology in operational 900 MHz networks. Our initial focus with these rail customers has been for train control applications and related safety systems in the 900 MHz frequency band where the FCC has recently awarded our railroad customers new radio spectrum.

 

We delivered a Rail Lab (the “dot16 Rail Lab”) to MxV Rail, a subsidiary of the AAR. The dot16 Rail Lab is hosting multiple Class 1 freight rail operators where they will perform on going network design and configuration related to optimizing the performance of our IEEE 802.16 complaint systems in connection with wide-scale field deployment. In March 2023, the Association of American Railroads (“AAR”) formally announced that IEEE 802.16 standard would be the wireless platform for the greenfield 900 MHz network. In April 2023, the American Railway Engineering and Maintenance-of-Way Association (AREMA) voted to require the use of 802.16 in the 900 MHz greenfield band; The AAR also confirmed they have agreed with the Federal Communications Committee to retire the legacy 900 MHz band by September 2025 and that the wireless network in the new 900 MHz band would be substantially built by April 2026.

 

We are currently engaged in field installation activities with multiple railroads to demonstrate integration of our FullMAX wireless systems with existing legacy train systems at the wayside through the back-office in the 900 MHz network. We believe that successful completion of this demonstrated integration activity will lead to commercial volume orders which will begin the commercial rollout of the 900 MHz with multiple Class 1 freight railroads, as well as certain short line, passenger and transit railroads in 2024 of our software-defined wireless network technology. We expect a 900 MHz network upgrade cycle across all Class I railroad systems over the next few years in order to comply with FCC license requirements and meet business needs related to safety and profitability.

 

We have also engaged the AAR and the WCC on the technical roadmap for the legacy 160 MHz wireless network used by the railroads in North America. We believe the 160 MHz network will be the next major wireless network the railroads upgrade utilizing IEEE 802.16t technology.,

  

As of December 31, 2023, Ondas Networks was active with six of the Class 1 Rails in North America and with one of the largest railroads in the world, Indian Railways, for a multi-year delivery program of locomotive radios for on-board telemetry applications.

 

10

 

 

Ondas Autonomous Systems

 

Our Optimus System™ addresses a wide number of applications and use cases across enterprise, industrial, and government end markets. The platform has been extensively tested both internally and externally with customers for reliability, safety, and performance. We received purchase orders from two customers in the UAE in December 2022, which represented our initial orders for commercial deployment as Urban Drone Infrastructure fleets. The initial purchase order was received for a UAE government entity with plans to primarily use the system for public safety and homeland security applications. We also announced a purchase order from Abu Dhabi-based SkyGo Transport of Goods L.L.C. (“SkyGo”). Airobotics and SkyGo have also signed a Term Sheet agreeing to enter into a joint venture (the “SkyGo JV”) to provide aerial drone services to municipal and government customers focused on Smart City use cases.

 

Customer interest in our aerial data services has grown significantly since receiving these initial fleet orders and that is reflected in a growing customer pipeline. The initial two customers have indicated plans to deploy approximately 50 systems in the UAE by 2025 and we believe demand could grow further. In addition, moving customers from proof-of-concept deployments to Urban Drone Infrastructure fleet deployments has validated the performance and value of our Optimus System™, which has helped both accelerate our marketing activity with existing customers and generated new customer interest to help expand the pipeline. We expect interest in our Optimus System ™ to grow significantly as awareness builds which will expand our customer pipeline.

 

We expect to expand customer activity in the United States as American Robotics introduces Optimus to its existing customers and expands marketing to new customers. In the United States, we are qualifying our oil and gas customers for marketing programs, and we plan to expand marketing to other industrial and government markets. 

 

We launched our Raider™ counter-drone system in March 2023 and began seeking customer orders at the same time. We have seen significant interest in the Raider™ For potential customers and partners and on March 10, 2023 we announced that the Dubai Police has signed an MOU which expressed their intent to purchase a certain number of units of the Raider™. We expect to receive additional orders as we expand marketing channels in 2024.

 

Our Optimus System™ addresses a wide range of applications and use cases across enterprise, industrial, and government end markets. The platform has been extensively tested both internally and externally with customers for reliability, safety, and performance.

 

In the Middle East and Africa region, during 2023, we received purchase orders from two customers in the UAE, representing our initial orders for commercial deployment as Urban Drone Infrastructure fleets. The initial purchase order was received from a UAE government entity that has been deploying an urban drone infrastructure based on Our Optimus System™ since 2020. The infrastructure primarily utilizes the systems for public safety and homeland security applications. During 2023, we received a $2.6 million order for more Optimus systems and an additional service agreement with this local government entity for ongoing support and maintenance of the installed systems in Dubai. In February, we also announced a $3.6 million purchase order from Abu Dhabi-based SkyGo Transport of Goods L.L.C. (“SkyGo”). Airobotics and SkyGo have also signed a Term Sheet agreeing to enter into a joint venture (the “SkyGo JV”) to provide aerial drone services to municipal and government customers focused on Smart City use cases. We have successfully completed a Proof of Concept (PoC) with SkyGo as the first milestone, and we are looking forward to continuing the development of this new business in Abu Dhabi in 2024.

 

In addition to these deals, we have announced a Memorandum of Understanding (MOU) to collaborate for the purpose of providing aerial defensive solutions against potential aerial threats and to cooperate in the implementation of the Optimus System™. Through the MOU, Airobotics and Dubai Police will work towards developing joint activities in fields of common interest, aligning the Optimus System with the operational goals of Dubai Police, and implementing AI technologies to enhance the performance of the Optimus and Iron-Drone systems. Dubai Police also declared its intention to purchase a certain number of our counter-drone solution, Iron Drone Raider™.

 

We have also announced collaboration with Rafael Advanced Defense Systems Ltd, the Israeli leading defense company, utilizing each company’s technology to leverage the Optimus System™ Infrastructure and Rafael’s newly unveiled METRO DOME and DRONE DOME to enable advanced autonomous drone operations and services for municipal and government clients in the United Arab Emirates (UAE).

 

11

 

 

In addition to our activities in the Middle East, we have announced entering a strategic alliance with Saudi Excellence, one of the leading companies in the Gulf region. This alliance aims to bring next-generation security and defense technologies to Saudi government and enterprises across the Kingdom of Saudi Arabia (KSA). Our goal is to establish a local drone infrastructure throughout the Kingdom of Saudi Arabia and to develop and foster an ecosystem of technology and service providers across the KSA by employing local staff and working closely with local partners.

 

Furthermore, we have announced a strategic partnership with Morocco-Based Maghrebnet, a Moroccan vendor specialized in information technologies, security, networks, telecommunications, electricity, and renewable energies. The partnership is intended to offer advanced drone infrastructure in North Africa and to manufacture Optimus Drone-In-a-Box systems in the Kingdom of Morocco and the Republic of Senegal. Additionally, we aim to establish a Joint Research and Development (R&D) & Training center in Morocco.

 

In Israel, during February 2023, we announced an additional purchase order from a major Semiconductor Chip Manufacturer where Our Optimus System™ has been deployed since 2016. Since 2020, Optimus operations have extended to support a mega construction project, providing a unified data platform and analytics services to the company and its contractor companies. The Optimus System and its geo-visual data platform are being utilized by hundreds of users, including project owner staff and contractors, to visualize, understand, and share the status of construction. The system provides a shared data platform and portal that enhances productivity and communication between teams and organizations while maintaining its original security and remote supervision routine operations.

 

Additionally, in response to the Israeli-Gaza crisis, we announced that we are accelerating our development process of the Iron Drone Raider™ system to meet specific requirements of the Israel Defense Forces (IDF). Furthermore, we announced the awarding of a $0.5 million grant from the Israel Innovation Authority to further advance the features of Iron Drone Raider™ features. We believe these efforts will lead to purchase orders in the first quarter 2024.

 

In the United States, we announced that American Robotics commenced a paid pilot program with the Massachusetts Department of Transportation (“MassDOT”) Aeronautics Division. During the fourth quarter 2023 and the first quarter of 2024, American Robotics deployed the Optimus System™ and conducted several successful demonstrations for MassDOT stakeholders, featuring rail inspections, emergency response, and environmental monitoring applications. During these demonstrations, the Optimus system operated remotely and autonomously, following American Robotics’ receipt of FAA waivers for beyond-visual-line-of-sight drone operations. We expect to secure systems purchase in 2024 as a result of this activity and to expand program to include fleet deployments of the Optimus System.

 

We anticipate expanding customer activity in the United States as American Robotics introduces Optimus to its existing customers and broadens its marketing efforts to reach new customers. In the United States, we are also qualifying more government customers from additional state and federal departments for marketing programs, and we plan to expand marketing efforts to other industrial and government markets. We are also planning to introduce Iron Drone Raider to customers in the United States in the security and defense sectors in 2024.

 

Customer interest in our aerial data services has experienced significant growth in the US market and worldwide. Operations of our Optimus System™ in the Middle East and the USA have not only accelerated our marketing activities with existing customers but have also generated new customer interest, thereby expanding our pipeline. Additionally, ongoing conflicts worldwide, particularly in Europe and the Middle East, have heightened the demand for our technologies. As more entities recognize the potential of autonomous drones and the necessity of protecting against them, interest in our Optimus System™ and Iron Drone Raider™ is expected to surge. We believe this increased awareness will further expand our customer pipeline in the United States and worldwide.

 

12

 

 

Manufacturing, Availability and Dependence upon Suppliers

 

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

 

Ondas Networks designs the printed circuit boards and enclosures for our radios. The physical manufacturing of FullMAX circuit boards is outsourced to best-in-class industrial contract manufacturers. The contract manufacturer is responsible for sourcing the majority of components, assembling the components onto the printed circuit boards and then delivering the final boards to us. Once at our facility, the boards are tested, then placed into enclosures and programmed with the appropriate software. The radios are then configured according to the requirement of the network and run through system level tests before being packaged and shipped to the customer. Ondas Networks maintains multiple contract manufacturers, both domestically and internationally, to ensure competitive pricing and to reduce the risk from a single manufacturer.

  

Ondas Autonomous Systems designs the Optimus System™ and the Iron Drone™ and specifies all components including the raw materials, sub-assemblies, intermediate assemblies, sub-components, parts and the quantities of each needed to manufacture the end product. These assemblies incorporate a combination of custom-developed components and COTS components. The building of an Optimus System™ and the Iron Drone™ is outsourced to best-in-class contract manufacturers for fabrication and assembly. We utilize different contract manufacturers for the Optimus™ drone, the Iron Drone™, and Airbase™. Once complete, the contract manufacturers deliver the finished products to our facility where software is loaded, and system-level quality assurance is performed before being packaged and shipped to the customer location for installation. Ondas Autonomous Systems works with a select group of contract manufacturers and has access to a large number of other comparable contract manufacturers. 

 

Research & Development

 

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

 

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

 

Ondas Autonomous Systems research and development activities are headed by Meir Kliner, President of Ondas Autonomous Systems and CEO and Founder of Airobotics who is based in Petah Tikva, Israel. Mr. Kliner has led the development of the Optimus System™ since 2014 and has expertise that represents a synthesis of years of managerial experience combined with command of drone product design. Mr. Kliner’s background includes key roles in developing diverse aerial systems, ranging from recreational to military applications and has founded several businesses, including Light and Strong, a premier manufacturer of composites for aerial platforms in the drone industry. Mr. Kliner is supported by a development team based in Petah Tikva, Israel.

  

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

 

Our research and development expenses were approximately $17,145,000 and approximately $24,044,000 for the years ended December 31, 2023 and 2022, respectively.

 

13

 

 

Intellectual Property

 

We rely primarily on patent, trademark and trade secret laws to protect our proprietary technologies and intellectual property. As of this filing, the Ondas Networks segment held a total of seven issued patents in the U.S., three international issued patents, four pending patent applications in the U.S., and nine international pending patent applications. The Ondas Networks segment’s patents expire between 2029 and 2040, subject to any patent extensions that may be available for such patents. Our intellectual property centers around creating and maintaining robust, private, highly secure, broadband industrial wireless networks using our FullMAX radio technology for our mission critical customers’ networks. We view the Ondas Networks segment’s patents as a key strategic advantage as the markets for industrial wireless connectivity grows and as these industries move to standardized solutions and will enable us to earn licensing fees and/or royalties for the use of our patents.

  

The Ondas Autonomous Systems segment relies primarily on patent, trademark and trade secret laws to protect our proprietary technologies and intellectual property. As of this filing, the Ondas Autonomous Systems segment held a total of six issued patents in the U.S., 22 international issued patents, and five international pending patent application. The Ondas Autonomous Systems segment’s patents expire between 2034 and 2048, subject to any patent extensions that may be available for such patents. The Ondas Autonomous Systems segment’s intellectual property incorporates internally developed software and hardware design incorporating machine and computer vision and was developed with artificial intelligence and machine learning techniques. This intellectual property is critical to the development of end-to-end systems which reliably enable the automated operation of drones in real-world environments.

 

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

 

Seasonality

 

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

  

Dependence on a Small Number of Customers

 

Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. During the year ended December 31, 2023, three customers accounted approximately $6,703,000, $5,127,000, and $3,395,000 of our revenue or approximately 43%, 33%, and 22%, respectively. During the year ended December 31, 2022, one customer accounted for approximately $1,893,000 of our revenue, or approximately 89%.

 

Competition

 

Ondas Networks

 

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

 

Public cellular data networks:

 

●Public networks are more vulnerable to cyber security attacks from anywhere in the world including denial of service attacks; private networks can operate independent of the public internet.

 

●Public networks are more susceptible to prolonged outages during man-made and natural disasters (e.g. 9/11, Hurricane Sandy, etc.), exactly when utilities and mission critical entities require the greatest reliability.

 

●Public networks are typically designed for population coverage rather than the geographic areas required by critical infrastructure providers, which often include remote locations.

 

●Public networks are by definition oversubscribed, shared networks without the necessary prioritization service to support mission critical applications.

 

14

 

 

  ● Public networks typically use shared infrastructure including tower sites and long-haul fiber connections resulting in vulnerabilities at many points.
     
  ● Public networks are designed to support high capacity downloading and streaming applications with limited upload bandwidth available. Industrial networks typically require the reverse traffic flow, often uploading data from a large number of remote locations.

  

Other private wireless products:

 

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

 

Alternate technologies:

 

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

 

Ondas Autonomous Systems

 

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

 

Governmental Regulations   

 

Our operations are subject to various federal, state and local laws and regulations including: (i) authorization from the FCC and other global communications regulators for operation in various licensed frequency bands; (ii) FAA    and other global Civil Aviation Authority regulations and approvals unique to the operation of commercial or industrial drones; (iii) customers’ licenses from the FCC; (iv) licensing, permitting and inspection requirements applicable to contractors, electricians and engineers; (v) regulations relating to worker safety and environmental protection; (vi) permitting and inspection requirements applicable to construction projects; (vii) wage and hour regulations; (viii) regulations relating to transportation of equipment and materials, including licensing and permitting requirements; (ix) building and electrical codes; and (x) special bidding, procurement and other requirements on government projects. 

  

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

 

15

 

 

Israel’s defense export policy regulates the sale of a number of our systems and products. Current Israeli policy encourages exports to approved customers of defense systems and products such as ours, as long as the export is consistent with Israeli government policy. Subject to certain exemptions, a license is required to initiate marketing activities. We also must receive a specific export license for defense related hardware, software and technology exported from Israel. Israeli law also regulates export of “dual use” items (items that are typically sold in the commercial market but that also may be used in the defense market).   

 

Environmental Regulation

 

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

 

There has been no material adverse effect to our Consolidated Financial Statements nor competitive positions as a result of these environmental regulations.

 

Employees

 

As of March 29, 2024, we have 108 full-time employees, including 35 in the Ondas Networks segment and 73 in the Ondas Autonomous Systems segment. In addition, we have consulting agreements with 14 consultants for manufacturing, supply chain, documentation, engineering, regulatory, IT, and business development support. Additionally, from time to time, we may hire temporary employees. We also utilize contractors to manufacture components, for certain research and development and for system deployment functions. None of our employees are covered by a collective bargaining agreement and we are unaware of any union organizing efforts. We consider our relationship with our employees to be good.

 

Corporate Information

 

Ondas Holdings Inc. was originally incorporated in Nevada on December 22, 2014, under the name Zev Ventures Incorporated. On September 28, 2018, we acquired Ondas Networks Inc., a Delaware corporation, changed our name to Ondas Holdings Inc., and discontinued the prior business of Zev Ventures Incorporated. On August 5, 2021, Ondas Holdings Inc. acquired American Robotics, Inc., a Delaware corporation. On January 23, 2023, Ondas Holdings Inc. acquired Airobotics Ltd., an Israeli corporation. See Note 5 – Goodwill and Business Acquisitions of the accompanying Consolidated Financial Statements for further information regarding the Airobotics Ltd. acquisition. On February 14, 2023, the Company formed Ondas Autonomous Systems, a new business unit to manage the combined drone operations of American Robotics and Airobotics. On December 6, 2023, the Company formed Ondas Autonomous Holdings Inc., a Nevada corporation, as an intermediate holding company which now wholly-owns American Robotics and Airobotics.

 

As a result of the above, Ondas Networks, OAH, American Robotics and Airobotics became our subsidiaries.

 

Ondas Holdings’ corporate headquarters are located in Marlborough, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, American Robotics’ offices and facilities are located in Sparks, Maryland and Marlborough, Massachusetts, and Airobotics’ offices and facilities are located in Petah Tikva, Israel.

 

Available Information 

 

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

 

16

 

 

Item 1A. Risk Factors

 

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

 

Risks Related to Our Business and Industry

 

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

 

Since our inception, we have incurred significant net losses. As of December 31, 2023 and December 31, 2022, we had an accumulated deficit of approximately $198 million and $154 million, respectively. To date, we have financed our operations primarily through sales of our equity securities and debt financing.

 

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

 

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

 

The adoption of the IEEE 802.16t wireless broadband standard, an evolution of the IEEE 802.16s standard published in 2017, by customers in our target critical infrastructure sectors is uncertain.

 

Ondas Networks is currently developing technology compatible with the proposed wireless broadband standard known as IEEE 802.16t, which is an evolution of the EEE 802.16s wireless broadband standard published in October 2017. We believe we are currently the only manufacturer of IEEE 802.16s compliant wireless solutions and are likely to be the only manufacturer of IEEE 802.16t compliant wireless solutions when that standard is formally ratified. The benefits of the standard to buyers of our equipment are greater when there exists a large, deep market in terms of the number of customers. A large market benefits from the scale provided such that many vendors can compete on service, price and quality of solution driving improved value for customers. If a large end market does not develop and customers do not see the related benefits from the standard, we may not be able to grow our business. 

 

17

 

 

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

 

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

 

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

 

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

 

  ● customer satisfaction with these types of systems as solutions;

 

  ● the cost, performance and reliability of our products and products offered by our competitors;

 

  ● customer perceptions regarding the effectiveness and value of these types of systems;

 

  ● obtaining timely regulatory approvals for new customer deployments; and

 

  ● marketing efforts and publicity regarding these types of systems and services.

 

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

 

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

 

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

 

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

 

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

 

18

 

 

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

 

  ● attract new customers;

 

  ● increase the number of products purchased from customers;

 

  ● maintain profitable gross margins in the sale and maintenance of our products;

 

  ● increase the number of projects performed for existing customers;

 

  ● achieve the estimated revenue we announced from new customer contracts;

 

  ● hire and retain qualified employees;

 

  ● expand the range of our products and services we offer to customers to address their evolving network needs;

 

  ● expand geographically, including internationally; and

 

  ● address the challenges presented by difficult and unpredictable global and regional economic or market conditions that may affect us or our customers.

 

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

 

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

 

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

 

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

 

19

 

 

The Company faces uncertainty and adverse changes in the economy.

 

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

 

We may experience disruptions to our business operations as a result of war and hostilities in Israel.

 

On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attacks, the Security Cabinet of the State of Israel declared a state of war in Israel. Since Airobotics is located in Israel, Company has considered various ongoing risks relating to the military operation and related matters, including: (i) approximately 17% of our workforce in Israel have been called to active duty; (ii) some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only partially active, as instructed by the relevant authorities or due to personnel shortages related to the war effort, which resulted in a temporary delay of inventory production; and (iii) there has been a slowdown in the number of international flights in and out of Israel. In recent weeks, all of the Company’s workforce in Israel returned to work and inventory production restraints have eased. The Company is closely monitoring how the military operation and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future operations, including the Company’s ability to import materials that are required to construct the Optimus System™ and to ship them outside of Israel. To date, we have not had material disruptions to our ability to produce, manage and deliver products and services to customers as our U.S. teams have supported our ongoing operations in Israel and the Middle East; however, a prolonged war or an escalation of the current conditions in Israel could materially adversely affect our business, financial condition, and results of operations. Due to the recency of these events, and their ongoing and evolving nature, the extent of the adverse effect on our business operations is still unknown.

 

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

 

Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. During the year ended December 31, 2023, three customers accounted approximately $6,703,000, $5,127,000, and $3,395,000 of our revenue or approximately 43%, 33%, and 22%, respectively. During the year ended December 31, 2022, one customer accounted for approximately $1,893,000 of our revenue, or approximately 89%. The loss of the 2023 customers or a decrease in the business conducted with such customers could have a material adverse impact on our business, financial condition or results of operations. 

 

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

 

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

 

20

 

 

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

 

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

 

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

 

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

 

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

 

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

  

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

 

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

 

21

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

22

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

23

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The Company operates in a competitive market.

 

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

 

24

 

 

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

 

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

 

We depend, in part, on the performance of Eric Brock, our Chief Executive Officer and President, Yishay Curelaru, our Chief Financial Officer, Treasurer and Secretary, Menashe Shahar, the Chief Technology Officer of Ondas Networks, and Meir Kliner the President of Ondas Autonomous Systems to operate and grow our business. The loss of any of Messrs. Brock, Curelaru, Shahar, or Kliner could negatively impact our ability to execute our business strategies. Although we have entered into employment agreements with Messrs. Brock, Curelaru, Shahar, and Kliner, we may be unable to retain them or replace any of them if we lose their services for any reason.

 

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

 

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

 

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

  

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

 

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

 

25

 

 

We do not control certain aspects of the manufacturing process.

 

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

 

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

 

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

 

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

 

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

 

In addition, certain raw materials and components used in the manufacturing of our products and in our development programs, are periodically subject to supply shortages, and our business is subject to the risk of price increases and periodic delays in delivery. Particularly, the market for electronic components is experiencing increased demand and a global shortage of semiconductors, creating substantial uncertainty regarding our suppliers’ continued production of key components for our products. If any additional shortages occur and we are unable to obtain components from third party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may not be able to timely complete development programs or deliver our products on a timely or cost effective basis to our customers, which could cause customers to terminate their contracts with us, increase our costs and seriously harm our business, results of operations and financial condition. Moreover, if any of our suppliers become financially unstable, or otherwise unable or unwilling to provide us with raw materials or components, then we may have to find new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products to accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products.

 

26

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

27

 

 

In December 2023, the Company bypassed the qualitative analysis and proceeded directly to a quantitative analysis. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and updated forecasts for revenue and cash flows, it was determined that the fair value of the reporting unit was higher than the carrying value as of December 31, 2023, and no further impairment to goodwill was necessary as of December 31, 2023. See Note 5 – Goodwill and Business Acquisition of the accompanying Consolidated Financial Statements for further information regarding the impairment of goodwill.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

28

 

 

Our cash could be adversely affected if the financial institutions in which we hold our cash fail.

 

The Company maintains domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks. The domestic bank deposit balances may exceed the FDIC insurance limits. Also, in the foreign markets we serve, we also maintain cash deposits in foreign banks, some of which are not insured or partially insured by the FDIC or other similar agency. These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets.

 

Risks Related to Regulatory Requirements

 

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

 

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

 

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

 

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

 

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

  

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

 

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

 

29

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

30

 

 

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

 

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

  

We are subject to numerous legal and regulatory regimes, and we could be harmed by changes to, or the interpretation or the application of, the laws and regulations of each of the jurisdictions in which it operates.

 

In addition to the United States, Airobotics operates in Israel, Singapore and the United Arab Emirates. The international scope of Airobotics’ business requires us to comply with a wide range of national and local laws and regulations, which may in certain cases diverge from or even conflict with each other.

 

With the geographic expansion of our business, and that of our subsidiaries, into new markets, we have become subject to additional and changing legal, regulatory, tax, licensing, and compliance requirements and industry standards.

 

In countries where we operate, legislators and regulatory authorities may introduce new interpretations of existing laws and regulations or introduce new legislation or regulations concerning our business. Changes in government regulation of or successful challenges to the business model used by us in certain markets may require us to change our existing business models and operations. Any additional regulatory scrutiny or changes in legal requirements may impose significant compliance costs and make it uneconomical for us to continue to operate in all of the current markets or to expand in accordance with our strategy, particularly if regulations or their interpretations vary greatly or conflict between different operating countries. This may negatively impact our revenue and profitability by preventing our business from reaching sufficient scale in particular markets or having to change our business model or incur additional costs, which would adversely impact business. Our inability, or perceived inability, to comply with existing or new compliance obligations, could lead to regulatory scrutiny, which could result in administrative or enforcement action, such as fines, penalties, and/or enforceable undertakings and adversely affect our business.

 

31

 

 

We may become subject to increasing global trade laws and regulations.

 

We may become subject to increasing global trade laws and regulations, including economic sanctions, export controls, and import laws. Failure to comply with global trade laws and regulations can result in penalties and reputational harm. Our international sales efforts expose us to increased risk under these laws and regulations, and increasing and evolving global trade laws could impact our business.

 

We are subject to Israeli regulations, restrictions and requirements which could adversely affect our business and operating results.

 

Restrictions imposed on us by the Government of Israel, as a result of strategic ties and treaties with foreign countries, limit our activities and access to certain countries, in a manner that may restrict and even prevent in certain situations our operations in certain countries and affect its results.

 

Risks Related to our Intellectual Property

 

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

 

We rely primarily on patent, trademark and trade secret laws, as well as confidentiality and non-disclosure agreements, to protect our proprietary technologies and intellectual property. As of this filing, the Ondas Networks segment held a total of seven issued patents in the U.S., three issued international patents, four patent pending applications in the U.S., and nine international pending patent application. The Ondas Networks segment patents expire between 2029 and 2040, subject to any patent extensions that may be available for such patents. As of this filing, the Ondas Autonomous Systems segment held a total of six issued patents in the U.S., 22 issued international patents, and five international pending patent applications. The Ondas Autonomous Systems segment patents expire between 2034 and 2048, subject to any patent extensions that may be available for such patents. Our intellectual property incorporates internally developed software and hardware design incorporating machine and computer vision and was developed with artificial intelligence and machine learning techniques. This intellectual property is critical to the development of end-to-end systems which reliably enable the automated operation of drones in real-world environments.

 

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

 

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

 

32

 

 

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

 

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

 

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

 

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

   

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

 

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

 

33

 

 

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

 

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

 

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

 

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

 

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

 

  ● others may be able to make devices that are the same as or similar to our remote radios but that are not covered by the claims of the patents that we own;

 

  ● we or any collaborators might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own;

 

  ● we might not have been the first to file patent applications covering certain of our inventions;

 

  ● others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

 

  ● it is possible that our pending patent applications will not lead to issued patents;

 

  ● issued patents that we own may not provide us with any competitive advantages, or may be held invalid or unenforceable as a result of legal challenges;

 

  ● our competitors might conduct research and development activities in the U.S. and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; and
     
  ● we may not develop additional proprietary technologies that are patentable.

 

34

 

 

Risks Related to our Financial Results

 

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

 

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

 

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

 

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

 

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

 

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

 

  ● our ability to enter into new agreements with customers or to extend the terms of our existing agreements with customers, and the terms of such agreements;

 

  ● the success of our sales efforts;

 

  ● our working capital requirements related to the costs of inventory and accounts receivable;

 

  ● costs of recruiting and retaining qualified personnel;

 

  ● expenditures and investments to implement our business strategy; and

 

  ● the identification and successful completion of acquisitions.

  

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

 

35

 

 

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

 

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

 

Following the completion of the acquisition of Airobotics, our exposure to fluctuations in foreign currency exchange rates has increased.

 

Airobotics conducts a significant portion of its operations outside of the United States, which also operate in their respective local currencies, the most significant of which are currently the Israeli New Shekel, the Singapore Dollar and the Emirati Dirham. Therefore, following the completion of the acquisition of Airobotics, our international operations accounts for a more significant portion of our overall operations than they previously did and our exposure to fluctuations in foreign currency exchange rates has increase. Because our financial statements continue to be presented in U.S. dollars, the local currencies of Airobotics will be translated into U.S. dollars at the applicable exchange rates for inclusion in our Consolidated Financial Statements, thereby increasing the foreign exchange translation risk.

 

If our internal controls over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

 

As a public company, we are required to maintain internal control over financial reporting and disclosure controls and procedures. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on the internal control over financial reporting. Our testing, or the subsequent testing by our independent public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock would likely decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, including SEC enforcement actions, and we could be required to restate our financial results, any of which would require additional financial and management resources.

 

If material weaknesses in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could materially and adversely affect our business, results of operations and financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the material weakness, subject us to fines, penalties or judgments, harm our reputation or otherwise cause a decline in investor confidence.

 

36

 

 

We continue to invest in more robust technology and resources to manage those reporting requirements. Implementing the appropriate changes to our internal controls may distract our officers and employees, result in substantial costs and require significant time to complete. Any difficulties or delays in implementing these controls could impact our ability to timely report our financial results. For these reasons, we may encounter difficulties in the timely and accurate reporting of our financial results, which would impact our ability to provide our investors with information in a timely manner. As a result, our investors could lose confidence in our reported financial information, and our stock price could decline.

  

In addition, any such changes do not guarantee that we will be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy could prevent us from accurately reporting our financial results.

 

Risks Related to our Common Stock

 

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

 

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

 

  ● actual or anticipated fluctuations in our financial and operating results;

 

  ● adverse results from delays in our product development;

 

  ● legal, political, governmental or other regulatory developments, decisions or interpretations;

 

  ● publication of research reports or coverage about us or our industry or positive or negative recommendations;

 

  ● perceptions about the market acceptance of our products and services, and the recognition of our brand;

 

  ● adverse publicity about our products and services, operating or financial results or industry in general;

 

  ● overall performance of the equity markets;

 

  ● introduction or discontinuation of products or services, or announcements of significant contracts, licenses or acquisitions, by us or our competitors;

 

  ● additions or departures of key personnel;

 

  ● threatened or actual litigation and government or regulatory investigations;

 

  ● sale of shares of our common stock by us or members of our management or our stockholders; and

 

  ● general economic conditions, both global and regional. 

 

Our common stock is listed on Nasdaq and the Tel Aviv Stock Exchange (“TASE”) under the symbol “ONDS.”    The first trading day of the Company’s shares on TASE was January 26, 2023. There can be no assurance that trading of our common stock on such market will be sustained. On February 8, 2024, we took the steps to voluntarily delist our common stock from trading on the TASE. Pursuant to Israeli law, the delisting of our common stock is expected to take effect three months following the date of our request to TASE to delist our common stock, which occurred on February 8, 2024. Following the delisting from TASE, our common stock will solely be trading on Nasdaq. In the event that our common stock is not listed on Nasdaq, or if we do not sustain such listing, our common stock could be quoted only on the OTC Markets. Under such circumstances, you may find it significantly more difficult to trade, or to obtain accurate quotations for our common stock and our common stock may become substantially less attractive to certain purchasers, such as financial institutions, hedge funds, and other similar investors.

 

37

 

 

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

 

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

   

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

 

Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in the aggregate, beneficially own approximately 15.6% of our outstanding common stock as of March 27, 2024, and as of the date of this filing. As a result, these persons, acting together, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions.

 

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

 

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

 

Our Amended and Restated Articles of Incorporation authorize the issuance of a maximum of 300,000,000 shares of common stock. Any additional financings effected by us may result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of common stock held by our then existing stockholders. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may be higher or lower than the price per share of our common stock at that time. Also, we have reserved 8,000,000 and 3,333,334 shares of common stock for issuance pursuant to future awards under the Ondas Holdings Inc. 2021 Stock Incentive Plan (the “2021 Plan”) and 2018 Equity Incentive Plan (the “2018 Plan”), respectively. As of December 31, 2023, the number of securities remaining available for future issuance under the 2021 Plan and 2018 Plan is 3,780,741 and 1,052,373 shares of common stock, respectively. The issuance of such additional shares of common stock, or securities convertible or exchangeable into common stock, may cause the price of our common stock to decline. Additionally, if all or a substantial portion of these shares are resold into the public markets then the trading price of our common stock may decline.

 

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

 

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

 

38

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

39

 

 

Risks Related to the Notes

 

We may not have the ability to pay interest on the Notes or to redeem the Notes.

 

The Notes bear interest at a rate of 3% per year and add amortization payments with respect to the principal amount of the Notes and accrued and unpaid interest are due and payable monthly. If we are unable to satisfy certain equity conditions, we will be required to pay all amounts due on any installment date in cash. If a change of control occurs, holders of the Notes may require us to repurchase, for cash, all or a portion of their Notes. Our ability to pay amortization payments and interest on the Notes, to repurchase the Notes, to fund working capital needs, and fund planned capital expenditures depends on our ability to generate cash flow in the future. To some extent, this is subject to general economic, financial, competitive, legislative and regulatory factors, and other factors that are beyond our control. We cannot assure you that we will continue to maintain sufficient cash reserves or that our business will continue to generate cash flow from operations at a level sufficient to permit us to pay the interest on the Notes or to repurchase or redeem the Notes or that our cash needs will not increase.

 

The holder of the Notes can defer an installment payment due on any installment date to another installment date and may, on any installment date accelerate the payment of amounts due on up to four future installment dates. Therefore, we may be required to repay the entire principal amount and accrued and unpaid interest on the Notes in one lump sum on the maturity date of the Notes. If we are unable to satisfy certain equity conditions, we will be required to pay all amounts due whether by deferral or acceleration in cash and we may not have sufficient funds to repay the Notes under such circumstances.

 

Our failure to make the required payments on the Notes would permit the holders of the Notes to accelerate our obligations under the Notes. Such default may also lead to a default under our agreements governing any of our current and future indebtedness.

 

If we are unable to generate sufficient cash flow from our operations in the future to service our indebtedness and meet our other needs, we may have to refinance all or a portion of the indebtedness, obtain additional financing, reduce expenditures, or sell assets that we deem necessary to our business. We cannot assure you that any of these measures would be possible or that additional financing could be obtained on favorable terms, if at all. The inability to obtain additional financing on commercially reasonable terms would have a material adverse effect on our financial condition and our ability to meet our obligations to you under the Notes.

 

Provisions in the Notes may deter or prevent a business combination that may be favorable to you.

 

Under the terms of the Notes we are prohibited from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Notes. These and other provisions could prevent or deter a third party from acquiring us, even where the acquisition could be beneficial to you.

 

40

 

 

Future sales of a significant number of our shares of Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our shares of Common Stock or cause it to be highly volatile.

 

The conversion of some or all of the Notes will dilute the ownership interests of existing shareholders, unless we satisfy any such conversions solely with cash, and conversions of such Notes into shares of our Common Stock could depress the price of our Common Stock. We cannot predict if and when these shares of our Common Stock will be resold in the public markets. We cannot predict the number of these shares that might be resold nor the effect that future sales of our shares of Common Stock would have on the market price of our shares of Common Stock. Sales of a substantial number of our shares of Common Stock in the public markets, or the perception that such sales could occur, may result in downward pressure on the price of our Common Stock or cause it to be highly volatile and impair our ability to raise capital through the sale of additional equity securities.

 

Our financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, customary covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.

 

Our financial arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, customary covenants and event of default clauses, which may affect operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

 

As a result of these restrictions, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders’ interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations and financial condition.

 

For more information regarding our obligations under the Notes please see Note 9 – Long-term Notes Payable in the accompanying Notes to Consolidated Financial Statements.

 

Item 1B. Unresolved Staff Comments.

 

None.  

 

Item 1C. Cybersecurity.  

 

Risk management and strategy

 

We rely on our information technology to operate our business. We have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident.

 

As part of our broader risk management framework, we have identified the potential cybersecurity risks to our business. We have designed our business applications and hosting services to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes.

 

We plan to engage a third-party consultant to assist us with designing controls and our cybersecurity risk management framework. We are engaging with a third party to perform penetration testing. We also retain third parties to assist with the monitoring and detection of cybersecurity threats and responding to any cybersecurity threats or incidents.

 

We have not encountered cybersecurity threats or incidents that have had a material impact on our business.

 

41

 

 

Governance

 

Our Board of Directors has specific oversight responsibility for cybersecurity, which also oversees our general risk management. The Board of Directors reviews and discusses with management our policies, practices and risks related to information security and cybersecurity.

 

Our chief financial officer has primary responsibility for assessing, monitoring and managing cybersecurity risks. Leaders of our Ondas Networks and Ondas Autonomous Systems segments, together with members of our finance team meet to assess cybersecurity risks and identify new risks and assess our risk management framework on a quarterly basis. Among the members of this committee will be employees who are knowledgeable about our products and services and have prior experience managing cybersecurity risks.

 

Our chief financial officer provides an update to the Board of Directors on any risks related to cybersecurity on a quarterly basis. Our incident response plan includes notifying the Board of Directors of any material threats or incidents that arise.

 

Item 2. Properties.

 

Our offices and facilities for Ondas Networks are located at 165 Gibraltar Court in Sunnyvale, CA (the Property”). On January 22, 2021, we entered into a 24-month lease with the owner and landlord of the Property (the “2021 Lease”), wherein the base rate was $45,000 per month and including a security deposit in the amount of $90,000. The 2021 Lease was effective April 1, 2021 through March 31, 2023. On April 1, 2023, the Company amended the 2021 Lease to extend the 2021 Lease through September 30, 2023, wherein the base rate was $65,676 per month. On November 6, 2023, the Company amended the 2021 Lease, as amended, to further extend the 2021 Lease, as amended, through June 30, 2024, wherein the base rate is $68,959 per month. On August 7, 2023, Ondas Networks entered into a 72-month operating lease agreement with the owner and landlord of 21,537 square feet of other office space in Sunnyvale, CA (the “2023 Lease”). The lease commenced October 1, 2023, and is effective through September 30, 2029, wherein base rent is $77,533 per month, increasing approximately 3% annually, with a security deposit due in the amount of $269,428. Base rent for the 2023 Lease shall be abated during the first twelve months of the term of the lease.

 

Our offices and facilities for American Robotics are located at 53 Brigham St, Unit 4, Marlborough, MA, representing approximately 10,450 square feet (the “Marlborough Lease”). On August 5, 2021, the Company acquired American Robotics and the Marlborough 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 “Marlborough Amendment”). The Marlborough Amendment reduced their base rent to $8,802 per month, with an annual increase of 3% through January 2024. On November 10, 2023, American Robotics amended their lease to extend the existing lease term from January 31, 2024 to January 31, 2026 and to relinquish a portion of the leased outdoor space. The base rent is $14,586 per month starting February 1, 2024, with an annual increase of 3.5% through January 31, 2026. These facilities also serve as Ondas Holdings’ corporate headquarters.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space at 411 Waverley Oaks Road, Suite 114, Waltham, MA, representing approximately 18,000 square feet. The lease commenced on March 1, 2022 and terminates on April 30, 2029, wherein the base rate is $39,375 per month, increasing 3% annually, with a security deposit in the amount of $104,040. On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space in Waltham through April 30, 2029, the remaining lease term, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029.

 

Our offices and facilities for Airobotics are located at 8 Modi’in St, Petah Tikva, Israel, representing approximately 13,240 square feet and an adjacent yard with an area of approximately 9,690 square feet which Airobotics leases according to three different lease agreements. Each agreement is with respect to different sections of the entire leased area and are in effect through December 31, 2023, February 28, 2024, and November 30, 2024 wherein the base rate of the entire leased area is approximately $20,500 per month.

 

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

 

Item 3. Legal Proceedings.

 

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

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

42

 

 

PART II

 

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

 

Market Information

 

On December 4, 2020, our common stock was uplisted from the OOTCQB to the Nasdaq Capital Market (“Nasdaq”) under the symbol “ONDS” where it continues to trade on a very limited basis. On January 26, 2023, our common stock began trading on the Tel Aviv Stock Exchange (“TASE”) and was dual listed on both Nasdaq and TASE. On February 8, 2024, we took the steps to voluntarily delist our common stock from trading on the TASE. Pursuant to Israeli law, the delisting of our common stock is expected to take effect three months following the date of our request to TASE to delist our common stock, which occurred on February 8, 2024. Following the delisting from TASE, our common stock will solely be trading on Nasdaq.

 

Stockholders

 

As of March 27, 2024, there were approximately 98 stockholders of record. 

 

Dividends

 

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

 

Unregistered Sales of Securities 

 

None during the year ended December 31, 2023

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None during the quarter ended December 31, 2023.

 

Item 6. [Reserved]

 

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

 

General

 

You should read the following discussion and analysis in conjunction with our Consolidated Financial Statements and the notes to those financial statements included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.

 

43

 

 

Overview

 

Ondas Holdings Inc. (“Ondas Holdings,” “Ondas,” the “Company,” “we” or “our”) is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc. (“Ondas Networks”), Ondas Autonomous Holdings Inc. (“OAH”), Airobotics, Ltd. (“Airobotics”), and American Robotics, Inc. (“American Robotics” or “AR”). Airobotics is an Israeli-based developer of autonomous drone systems. American Robotics is a leading developer of highly automated commercial drone systems. Airobotics and American Robotics operate together under OAH a separate business unit called Ondas Autonomous Systems. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments, and the following is a discussion of each segment. See Note 1, Note 2, and Note 12 of the accompanying Consolidated Financial Statements for further information regarding our segments.

  

Ondas Networks Segment

 

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

 

We design, develop, manufacture, sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing serial-based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. 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 802.16 standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we continue to take a leadership position in IEEE as it relates to wireless networking for industrial markets. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and end markets.

 

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

 

44

 

 

Partnership with Siemens and Market Advancements

 

Ondas Networks and Siemens Mobility (“Siemens”), have a strategic partnership, to both market our FullMAX-based networking technology and services and to jointly develop wireless communications products for the North American Rail Industry based on Siemens’ Advanced Train Control System (“ATCS”) protocol and our FullMAX MC-IoT platform.

  

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

        

We developed a new radio for the Head of Train (HOT) Market in North America and a similar product for the Indian rail market. Siemens delivered these 900 MHz rail orders for a major Class I Railroad in the United States and received HOT orders for the Indian market.

 

Ondas and Siemens developed a new locomotive radio to support European Railroads. We secured an initial volume order from Siemens for the Class I Rail 900 MHz Network consisting of both ATCS compatible products along with Ondas’ catalog products. We received government authorization to sell ATCS radios in Canada and Siemens and launched our joint effort for the European market at Innotrans in Berlin. Siemens and Ondas demonstrated our over the air compatibility to systems used by passenger rails in the Northeast Corridor of the US.

 

In March 2023 the Association of American Railroads (“AAR”) formally announced that IEEE 802.16 standard would be the wireless platform for the greenfield 900 MHz network. In April 2023, the American Railway Engineering and Maintenance-of-Way Association (AREMA) voted to require the use of 802.16 in the 900 MHz greenfield band; The AAR also confirmed they have agreed with the Federal Communications Committee to retire the legacy 900 MHz band by September 2025 and that the wireless network in the new 900 MHz band would be substantially built by April 2026. In May and June 2023, we responded to RFPs to passenger rail customers in the Northeast Corridor. In February 2024, Siemens was selected by Amtrak to deliver their next generation radio based on Ondas’ FullMAX technology and the 802.16 standard.  

 

Our relationship with Siemens has expanded significantly since entering into the partnership both with (i) the wider marketing of our wireless technology platform and (ii) multiple additional joint-product programs. Siemens has expanded its marketing reach of Ondas Networks products with identified opportunities in North American Transit Rail as well as in European and Asian Rail markets. We believe our technology has broad potential in these large, newly targeted markets.

 

Ondas Autonomous Systems Segment

 

Our Ondas Autonomous Systems business unit develops and integrates drone-based solutions focusing on high-performance critical applications for government and Tier-1 commercial enterprises. Ondas is marketing comprehensive drone-based solutions to address the needs of governmental and commercial customers based on its commercially available platforms: the Optimus System™, a fully autonomous drone platform capable of continuous and multipurpose aerial data capturing and analytics, and the Iron Drone Raider™, a fully autonomous interceptor drone designed to neutralize small hostile drones.

 

45

 

 

Our unique, fully autonomous platforms enable cutting-edge aerial capabilities and are designed to serve and protect critical infrastructure and operations. Our business focuses on end-user entities in Public Safety, Defense, Homeland Security, Smart City, Port Authorities, State Departments, and other governmental entities together with commercial customers of industrial sensitive facilities such as Oil & Gas, Seaports, Mining, and Heavy Construction. For these industries, Ondas Autonomous Systems provides specialized real-time aerial data capturing and aerial protection solutions in the most complex environments such as urban areas, sensitive and critical facilities and field area operations, and high-priority projects. In addition, we offer a wide suite of supplementary, enabling services for successful implementation such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations.

 

Our portfolio companies, American Robotics and Airobotics, form a unique, powerful, and synergistic combination covering all the aspects required for successful Aerospace business together with data technologies and services for digital transformation industries. Our companies are specialized in addressing all the challenges arising along these types of product lifecycles including research and development, manufacturing, certification, and ongoing support.

 

Ondas Autonomous Systems and its portfolio companies have already gained a track record of industry-leading regulatory successes including the securing of the first-of-its-kind Type Certification (TC) from the FAA for the Optimus 1-EX UAV on September 25, 2023, becoming the first autonomous security data capture UAV to achieve this distinction. TC, recognized as the highest echelon of Airworthiness Certification, streamline operational approvals for broad flight operations over people and infrastructure. The certification verifies the compliance of the system’s design with the required FAA airworthiness and noise standards, ensuring safe operation within the US National Airspace System (NAS) thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA Type Certification will enable drone operations beyond-visual-line-of-sight (BVLOS) without a human operator on-site. With a strong footprint in the US market and worldwide, we believe that Ondas Autonomous Systems is well-positioned with proven technology, a unique offering, and strong capabilities to strategically transform critical operations with our cutting-edge drone tech and capabilities.

 

Inflation Reduction Act of 2022 and Tax Cuts and Jobs Act of 2017

 

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) for tax years beginning after December 31, 2022. We do not expect the Corporate AMT to have a material impact on our Consolidated Financial Statements. Additionally, the IRA imposes a 1% excise tax on net repurchases of stock by certain publicly traded corporations. The excise tax is imposed on the value of the net stock repurchased or treated as repurchased. The new law will apply to stock repurchases occurring after December 31, 2022. 

 

Under the Tax Cuts and Jobs Act of 2017, we are required to capitalize R&D expenses for tax purposes and amortize over five years for domestic based expenses and fifteen years for foreign expenses. Given our tax net operating loss carryforward position we do not expect this change to have a material impact on our financial statements.

 

War in Israel

 

On October 7, 2023, the State of Israel, where Airobotics’ main offices and facilities are located, suffered a surprise attack by hostile forces from the Gaza Strip, which led to the Security Cabinet of the State of Israel declaring a state of war in Israel. This military operation and related activities are on-going as of the date of this filing.

 

The Company has considered various ongoing risks relating to the military operation and related matters, including:

 

●That approximately 17% of the Company’s workforce in Israel was called to active duty, which temporarily reduced our workforce;

 

●That some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only partially active, as instructed by the relevant authorities or due to personnel shortages related to the war effort, which resulted in a temporary delay of inventory production; and

 

●A slowdown in the number of international flights in and out of Israel.

 

46

 

 

In recent weeks, all of the Company’s workforce in Israel returned to work and inventory production restraints have eased. The Company is closely monitoring how the military operation and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future operations, including the Company’s ability to import materials that are required to construct the Optimus System™ and to ship them outside of Israel. As of the date of this prospectus, the Company has determined that there have not been any materially adverse effects on its business or operations, but it continues to monitor the situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli office to support the Company’s activities. The Company does not have any specific contingency plans in the event of any such escalation or change. 

 

Results of Operations 

 

Year ended December 31, 2023 compared to year ended December 31, 2022

 

Revenues

 

   Year Ended
December 31,		 
   2023   2022   Increase
(Decrease)		 
Revenue, net            
Ondas Networks  $6,722,230   $1,931,677   $4,790,553 
Ondas Autonomous Systems   8,969,200    194,140    8,775,060 
                
Total  $15,691,430   $2,125,817   $13,565,613 

 

Revenue increased by $13,565,613 to $15,691,430 for the year ended December 31, 2023 from $2,125,817 for the year ended December 31, 2022. Revenues during the year ended December 31, 2023 included $12,102,388 for products, $2,126,560 for service and subscriptions, and $1,462,482 for development agreements with Siemens Mobility. Revenues during the same period in 2022 included $872,660 for products, $319,140 for service and subscriptions, and $934,017 for development agreements with Siemens Mobility. The increase in our revenues were primarily the result of increased development revenue with Siemens Mobility, increased product sales to Siemens, and acquiring Airobotics, which had approximately $8,937,700 of revenue from January 24, 2023 through December 31, 2023.

 

Cost of goods sold

 

   Year Ended
December 31,		 
   2023   2022   Increase
(Decrease)		 
Cost of goods sold            
Ondas Networks  $4,647,931   $914,612   $3,733,319 
Ondas Autonomous Systems   4,662,325    102,042    4,560,283 
                
Total  $9,310,256   $1,016,654   $8,293,602 

   

47

 

 

Cost of goods sold increased by $8,293,602 to $9,310,256 for the year ended December 31, 2023 from $1,016,654 for the year ended December 31, 2022. The increase in cost of goods sold was primarily a result of acquiring Airobotics, which had approximately $4,647,000 of cost of goods sold from January 24, 2023 through December 31, 2023, and an increase in Ondas Networks’ product revenue, which resulted in an increase in cost of goods sold of approximately $3,733,000.

 

Gross profit 

 

   Year Ended
December 31,		 
   2023   2022   Increase
(Decrease)		 
Gross Profit            
Ondas Networks  $2,074,299   $1,017,065   $1,057,234 
Ondas Autonomous Systems   4,306,875    92,098    4,214,777 
                
Total  $6,381,174   $1,109,163   $5,272,011 

 

Our gross profit increased by $5,272,011 to $6,381,174 for the year ended December 31, 2023 compared to $1,109,163 for the year ended December 31, 2022 based on the changes in revenues and cost of goods sold as discussed above. Gross margin for the years ended December 31, 2023 and 2022 was 41% and 52%, respectively. The decrease in gross margin was primarily a result of the sale of lower margin products at Ondas Networks.

 

Operating Expenses 

 

   Year Ended
December 31,		 
   2023   2022   Increase (Decrease) 
Operating expenses:            
General and administrative  $21,556,976   $23,618,823   $(2,061,847)
Sales and marketing   5,908,263    3,456,257    2,452,006 
Research and development   17,145,235    24,044,005    (6,898,770)
Long-term equity investment impairment   1,500,000    -    1,500,000 
Goodwill impairment   -    19,419,600    (19,419,600)
                
Total  $46,110,474   $70,538,685   $(24,428,211)

 

Our principal operating costs include the following items as a percentage of total operating expenses:

 

   Year Ended
December 31,		 
   2023   2022 
Human resource costs, including benefits   34%   28%
Travel and entertainment   2%   2%
Other general and administration costs:          
Professional fees and consulting expenses   10%   8%
Facilities and other expenses   10%   6%
Depreciation and amortization   11%   6%
Goodwill and long-term asset impairment   9%   28%
Other research and deployment costs, excluding human resources and travel and entertainment   21%   21%
Other sales and marketing costs, excluding human resources and travel and entertainment   3%   1%

 

48

 

 

Operating expenses for the year ended December 31, 2023 decreased by $24,428,211, or 35%, as a result of the following items:

 

Human resource costs, including benefits  $(4,196,330)
Travel and entertainment   (510,479)
Other general and administration costs     
Professional fees and consulting costs   (1,578,825)
Facilities and other expenses   103,187 
Depreciation and amortization   1,199,796 
Goodwill and long-term asset impairment   (15,408,295)
Other research and deployment costs, excluding human resources and travel and entertainment   (4,821,547)
Other sales and marketing costs, excluding human resources and travel and entertainment   784,282 
   $(24,428,211)

 

The decrease in operating expenses was primarily due to: (i) a decrease of approximately $4,196,000 in human resource costs, of which approximately $6,304,000 relates to reduced headcount and synergies achieved by integrating American Robotics and Airobotics, offset by an increase of approximately $2,108,000 related to an increase in headcount and bonus expense at Ondas Networks; (ii) a decrease of approximately $1,579,000 in professional fees and consulting costs, of which approximately $1,054,000 relates to professional fees in connection with the acquisition of Airobotics and approximately $525,000 is a result of synergies achieved by integrating American Robotics and Airobotics; (iii) an increase of approximately $1,200,000 in depreciation and amortization expenses related to the acquisition of Airobotics and the assets of Iron Drone; (iv) a decrease of approximately $4,822,000 in other research and development costs, excluding human resources and travel and entertainment, of which $5,143,000 relates to synergies achieved by integrating American Robotics and Airobotics, offset by an increase of approximately $321,000 in research and development costs at Ondas Networks as we continue to invest in our technology; and (v) an increase of approximately $784,000 in other sales and marketing costs, excluding human resources and travel and entertainment, of which approximately $884,000 relates to the acquisition of Airobotics, net of synergies achieved by integrating American Robotics and Airobotics, offset by a decrease of approximately $100,000 at Ondas Networks. In 2023, we recognized impairment of $1,500,000 on our long-term equity investment and impairment of approximately $2,511,000 on the American Robotics Waltham Lease right-of-use asset and the associated leasehold improvement and furniture and fixtures. In 2022, we recognized an impairment of goodwill from the American Robotics acquisition of approximately $19,420,000.

 

Operating Loss

 

   Year Ended 
   December 31, 
   2023   2022   Decrease 
             
Operating loss  $(39,729,300)  $(69,429,522)  $29,700,222 

 

As a result of the foregoing, our operating loss decreased by $29,700,222, or 43%, to $39,729,300 for the year ended December 31, 2023, compared with $69,429,522 for the year ended December 31, 2022. Operating loss decreased primarily as a result of increased gross profit and a decrease in operating expenses as described above.

 

Other Income (Expense), net

 

   Year Ended 
   December 31, 
   2023   2022   Increase 
             
Other income (expense), net  $(5,115,572)  $(3,812,283)  $1,303,289 

 

49

 

 

Other income (expense), net, increased by $1,303,289, to other expense, net of $5,115,572 for the year ended December 31, 2023, compared to other expense, net of $3,812,283 for the year ended December 31, 2022. During the year ended December 31, 2023, we reported (i) an increase in interest expense of approximately $851,000, offset by a decrease in amortization of debt discount and debt issuance costs of approximately $406,000 for the 2022 Convertible Exchange Notes (as defined below) and 2023 Additional Notes (as defined below); (ii) an increase in impairment of deferred offering costs of approximately $71,000 related to the termination of the ATM Agreement; (iii) an increase in loss on foreign exchange of approximately $425,000 at Airobotics; (iv) an increase in other expense of approximately $478,000 due to a change in fair value of government grant liability; and (iv) offset by an increase in interest income of approximately $116,000 at Ondas Networks.

 

Net Loss

 

   Year Ended 
   December 31, 
   2023   2022   Decrease 
             
Net Loss  $(44,844,872)  $(73,241,805)  $28,396,933 

 

As a result of the net effects of the foregoing, net loss decreased by $28,396,333, or 39%, to $44,844,872 for the year ended December 31, 2023, compared with $73,241,805 for the year ended December 31, 2022. Net loss per share of common stock, basic and diluted, was $(0.88) for the year ended December 31, 2023, compared with $(1.73) for the year ended December 31, 2022.

 

Summary of (Uses) and Sources of Cash

 

   Year Ended
December 31,		 
   2023   2022 
Net cash used in operating activities  $(34,019,519)  $(37,963,076)
Net cash provided by (used in) investing activities   536,273    (6,934,568)
Net cash provided by financing activities   18,730,150    33,857,617 
Decrease in cash, cash equivalents, and restricted cash   (14,753,096)   (11,040,027)
Cash, cash equivalents, and restricted cash, beginning of period   29,775,096    40,815,123 
Cash, cash equivalents, and restricted cash, end of period  $15,022,000   $29,775,096 

 

The principal use of cash in operating activities for the year ended December 31, 2023, was to fund the Company’s current expenses primarily related to operating activities necessary to allow us to service and support customers.

 

The decrease in cash flows used in operating activities of approximately $3,944,000 was primarily due to a decrease in net loss of approximately $28,397,000, of which approximately $3,920,000 related to non-cash and credits, including depreciation, amortization of debt discount, amortization of intangibles assets and right of use asset, and stock-based compensation, and approximately $15,408,000 relates to impairment of goodwill and long-term assets, offset by changes in operating assets and liabilities resulting in a cash outflow of approximately $5,125,000. For a summary of our outstanding operating leases, see Note 2 – Summary of Significant Accounting Policies in the accompanying Notes to Consolidated Financial Statements.

 

The increase in cash flows provided by investing activities of approximately $7,471,000, relates to $1,049,454 cash acquired with the Airobotics acquisition, combined with a decrease of approximately $723,000 in cash paid for asset acquisitions, a decrease of $1,000,000 in cash paid for an investment in Dynam AI, a decrease of $2,000,000 in cash outflow related to notes receivable, and a decrease of approximately $2,699,000 in cash paid for purchase of equipment and patent costs.

 

The decrease in cash provided by financing activities of approximately $15,127,000 was due to a decrease in net proceeds from convertible debt of approximately $18,393,000, exercise of options and warrants of approximately $24,000, and the ATM Offering, which raised approximately $6,090,000 in 2022, combined with approximately $4,355,000 in cash payments on the 2022 Convertible Exchange Notes and approximately $1,147,000 in cash payments for Airobotics related debt. This was partially offset by proceeds of approximately $14,692,000 from the sale of noncontrolling interest in Ondas Networks and $190,000 in proceeds from government grants in Airobotics.

 

50

 

 

Liquidity and Capital Resources

 

We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2023, we had an accumulated deficit of approximately $198,360,000. On December 31, 2023, we had net long-term borrowings outstanding of approximately $5,368,000 net of debt discount and issuance costs of approximately $392,000 and short-term borrowings outstanding of approximately $26,213,000, net of debt discount and issuance costs of approximately $1,968,000. On December 31, 2023, we had cash and restricted cash of approximately $15,022,000 and a working capital deficit of approximately $12,334,000.

 

In October 2022, the Company entered into a convertible debt agreement, which provided cash proceeds of approximately $27,702,000. Also in 2022, the Company raised approximately $6,090,000 through the ATM Offering. In 2023, we raised approximately $14,692,000 of net proceeds from the sale redeemable preferences shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $9,310,000 from a second convertible debt agreement. In February 2024, we raised gross proceeds of approximately $4,500,000 from issuing additional redeemable preference shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $4,100,000 from issuing common stock in Ondas Holdings and warrants in OAH.

 

We expect to fund our operations for the next twelve months from the filing date of this Annual Report on Form 10-K from the cash on hand as of December 31, 2023, proceeds from the 2024 financing activities discussed above, gross profits generated from revenue growth, potential prepayments from customers for purchase orders, potential proceeds from warrants issued and outstanding, and additional funds that we may seek through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. There is substantial doubt that the funding plans will be successful and therefore the conditions discussed above have not been alleviated. As a result, there is substantial doubt about the Company’s ability to continue as a going concern for one year from April 1, 2024, the date the Consolidated Financial Statements were available to be issued.

 

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

 

Off-Balance Sheet Arrangements

 

As of December 31, 2023, we had no off-balance sheet arrangements.

 

Critical Accounting Estimates

 

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

 

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

 

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

 

51

 

  

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

 

Share-Based Compensation Expense. We calculate share-based compensation expense for option awards (“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. The expected term is based on the “simplified method.” Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar complexities and industry and calculates historical volatility based on the volatilities of these companies. 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.

 

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

 

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

 

52

 

 

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

 

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

 

Recently Accounting Pronouncements and SEC Rules

 

See Note 2 to our Consolidated Financial Statements included elsewhere in this Form 10-K for recently adopted accounting pronouncements and SEC rules and recently issued accounting pronouncements not yet adopted as of the date of this report.

 

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

 

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

 

53

 

 

Item 8. Financial Statements and Supplementary Data.

 

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

 

Index to Financial Statements

 

  Page
Report of Independent Registered Public Accounting Firms [PCAOB No. 89] F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 F-5
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F-7
Notes to the Consolidated Financial Statements F-8

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

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

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Ondas Holdings, Inc. (the Company) as of December 31, 2023 and 2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has experienced recurring losses from operations, negative cash flows from operations and a working capital deficit as of December 31, 2023. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

Critical Audit Matters

 

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

 

F-2

 

 

Goodwill Impairment Evaluation

 

As discussed in Notes 2 and 5 to the consolidated financial statements, management conducts a goodwill impairment assessment annually at December 31, and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. The fair value of a reporting unit is determined through the use of the income approach using estimates of future cash flows attributable to the respective reporting units. As a result of the annual impairment assessment, the Company recognized no impairment of goodwill related to the Autonomous Systems reporting unit.

 

We identified the impairment of goodwill as a critical audit matter because of significant judgments required by management to estimate the fair value of its Autonomous Systems reporting unit, including forecasted cash flows, revenue growth rates and other significant assumptions developed by the Company. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s analysis.

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our audit procedures related to the goodwill impairment included the following:

 

–We obtained an understanding and evaluated the design of the controls over the assessment of goodwill impairment, including those over the determination of fair value of the reporting unit.

 

–Tested the mathematical accuracy of the calculations and evaluated significant assumptions and the underlying data used by the Company by performing procedures to test the projected financial information, by comparing them with the historical forecasted results of the respective reporting unit and assessing the impacts of internal and/or external economic factors. We also evaluated this information by comparing the projections to information included in analyst reports, as well as industry outlook information, and events occurring subsequent to December 31, 2023.

 

–We involved valuation professionals with specialized skills and knowledge, who assisted in the evaluation of the methodology applied in the model and discount rates used in the valuations.

 

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

 

We have served as the Company’s auditor since 2017.

 

Somerset, New Jersey 

April 1, 2024   

 

F-3

 

 

ONDAS HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

 

   December 31, 
   2023   2022 
ASSETS        
Current Assets:        
Cash  $14,979,436   $29,775,096 
Restricted cash   42,564    - 
Accounts receivable, net   3,429,974    104,276 
Inventory, net   2,186,646    2,173,017 
Note receivable   -    2,000,000 
Other current assets   2,967,619    1,749,613 
Total current assets   23,606,239    35,802,002 
           
Property and equipment, net   4,175,958    3,023,285 
           
Other Assets:          
Goodwill, net of accumulated impairment charges   27,751,921    25,606,983 
Intangible assets, net   31,329,182    28,863,773 
Long-term equity investment   -    1,500,000 
Lease deposits   599,517    218,206 
Operating lease right of use assets   4,701,865    2,930,996 
Total other assets   64,382,485    59,119,958 
Total assets  $92,164,682   $97,945,245 
           
LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ EQUITY          
Current Liabilities:          
Accounts payable  $5,177,022   $2,965,829 
Operating lease liabilities   685,099    580,593 
Accrued expenses and other current liabilities   3,587,877    3,268,993 
Convertible note payable, net of debt discount and issuance cost of $1,968,411 and $2,303,664, respectively   25,692,505    15,849,445 
Deferred revenue   276,944    61,508 
Government grant liability   520,657    - 
Total current liabilities   35,940,104    22,726,368 
           
Long-Term Liabilities:          
Notes payable   300,000    300,000 
Convertible notes payable, net of current, net of unamortized issuance cost of $391,718 and $948,201, respectively   2,812,156    14,198,690 
Accrued interest   26,844    40,965 
Government grant liability net of current   2,229,047    - 
Operating lease liabilities, net of current   5,800,710    2,456,315 
Total long-term liabilities   11,168,757    16,995,970 
Total liabilities   47,108,861    39,722,338 
           
Commitments and Contingencies (Note 14)   
 
    
 
 
           
Temporary Equity          
Redeemable noncontrolling interest   11,920,694    - 
           
Stockholders’ Equity          
Preferred stock - par value $0.0001; 5,000,000 shares authorized at December 31, 2023 and December 31, 2022, respectively, and none issued or outstanding at December 31, 2023 and December 31, 2022, respectively   -    - 
Preferred stock, Series A - par value $0.0001; 5,000,000 shares authorized at December 31, 2023 and December 31, 2022, respectively, and none issued or outstanding at December 31, 2023 and December 31, 2022, respectively   -    - 
Common stock - par value $0.0001; 300,000,000 and 116,666,667 shares authorized at December 31, 2023 and December 31, 2022, respectively; 61,940,878 and 44,108,661 issued and outstanding, at December 31, 2023 and December 31, 2022, respectively   6,194    4,411 
Additional paid in capital   231,488,999    211,733,690 
Accumulated deficit   (198,360,066)   (153,515,194)
Total stockholders’ equity   33,135,127    58,222,907 
Total liabilities and stockholders’ equity  $92,164,682   $97,945,245 

 

The accompanying footnotes are an integral part of these Consolidated Financial Statements. 

F-4

 

 

ONDAS HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Years Ended
December 31,		 
   2023   2022 
Revenues, net  $15,691,430   $2,125,817 
Cost of goods sold   9,310,256    1,016,654 
Gross profit   6,381,174    1,109,163 
           
Operating expenses:          
General and administration   21,556,976    23,618,823 
Sales and marketing   5,908,263    3,456,257 
Research and development   17,145,235    24,044,005 
Long-term equity investment impairment   1,500,000    - 
Goodwill impairment   -    19,419,600 
Total operating expenses   46,110,474    70,538,685 
           
Operating loss   (39,729,300)   (69,429,522)
           
Other income (expense), net          
Other income (expense), net   (659,625)   (76,127)
Interest income   123,874    25,542 
Interest expense   (4,154,759)   (3,761,698)
Foreign exchange loss, net   (425,062)   - 
Total other income (expense), net   (5,115,572)   (3,812,283)
           
Loss before income taxes   (44,844,872)   (73,241,805)
           
Provision for income taxes   -    - 
           
Net loss  $(44,844,872)  $(73,241,805)
Less preferred dividends attributable to noncontrolling interest   512,207    - 
Less deemed dividends attributable to accretion of redemption value   1,001,538    - 

Net loss attributable to common stockholders

   (46,358,617)   (73,241,805)
           
Net loss per share - basic and diluted  $(0.88)  $(1.73)
           
Weighted average number of common shares outstanding, basic and diluted   52,740,215    42,242,525 

 

The accompanying footnotes are an integral part of these Consolidated Financial Statements.

 

F-5

 

 

ONDAS HOLDINGS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

   Redeemable
Noncontrolling Interest		   Common Stock   Additional
Paid in		   Accumulated   Total
Stockholders’		 
   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
Balance, January 1, 2022  -   $-    40,990,604   $4,099   $192,502,122   $(80,273,389)  $112,232,832 
Issuance of shares in connection with acquisition of the assets of Ardenna, Inc   -    -    780,000    78    5,943,522    -    5,943,600 
Issuance of shares per ATM agreement (net of offering costs)   -    -    864,674    86    6,090,330    -    6,090,416 
Issuance of shares in connection with acquisition of the assets of Field of View LLC   -    -    16,000    2    75,518    -    75,520 
Delivery of shares for restricted stock units   -    -    1,011,165    101    (101)   -    - 
Issuance of shares for payment on convertible debt   -    -    415,161    42    1,199,958    -    1,200,000 
Issuance of shares upon exercise of options   -    -    31,057    3    64,906    -    64,909 
Stock-based compensation   -    -    -    -    5,857,435    -    5,857,435 
Net loss   -    -    -    -    -    (73,241,805)   (73,241,805)
Balance, December 31, 2022   -   $-    44,108,661   $4,411   $211,733,690   $ (153,515,194)  $58,222,907 
Sale of redeemable preferred stock in Ondas Networks, net of issuance costs   429,123    10,406,949    -    -    (307,665)   -    (307,665)
Issuance of warrants in connection with the sale of redeemable preferred stock in Ondas Networks   -    -    -    -    4,593,051    -    4,593,051 
Preferred dividends attributable to redeemable noncontrolling interest   -    512,207    -    -    (512,207)   -    (512,207)
Accretion of redeemable preferred stock in Ondas Networks   -    1,001,538    -    -    (1,001,538)   -    (1,001,538)
Issuance of shares in connection with acquisition of Airobotics, Ltd.   -    -    2,844,291    284    5,261,654    -    5,261,938 
Issuance of shares in connection with acquisition of the assets of Iron Drone, Ltd.   -    -    46,129    5    85,795    -    85,800 
Assumption of vested stock options in connection with acquisition of Airobotics, Ltd.   -    -    -    -    700,690    -    700,690 
Issuance of shares for payment on convertible debt   -    -    14,028,022    1,403    9,847,884    -    9,849,287 
Issuance of shares upon exercise of options   -    -    89,042    9    40,329    -    40,338 
Delivery of shares for vesting of restricted stock units   -    -    824,733    82    (82)   -    - 
Stock-based compensation   -    -    -    -    1,047,398    -    1,047,398 
Net Loss   -    -    -    -    -    (44,844,872)   (44,844,872)
Balance, December 31, 2023   429,123   $11,920,694    61,940,878   $6,194   $231,488,999   $ (198,360,066)  $33,135,127 

 

The accompanying footnotes are an integral part of these Consolidated Financial Statements.

 

F-6

 

 

ONDAS HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Years Ended
December 31,		 
   2023   2022 
         
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss  $(44,844,872)  $(73,241,805)
Adjustments to reconcile net loss to net cash flows used in operating activities:          
Depreciation   844,833    449,458 
Amortization of debt discount and issuance cost   3,139,779    3,545,843 
Amortization of intangible assets   4,147,092    3,570,090 
Amortization of right of use asset   1,060,398    833,940 
Retirement of assets   52,595    382,060 
Loss on intellectual property   12,223    12,343 
Impairment of goodwill   -    19,419,600 
Impairment of long-term equity investment   1,500,000    - 
Impairment of right of use asset and leasehold improvements   1,383,537    - 
Impairment of property and equipment   1,127,768    - 
Change in fair value of government grant liability   427,208    - 
Stock-based compensation   1,047,398    5,857,435 
Changes in operating assets and liabilities:          
Accounts receivable   (3,213,453)   1,108,919 
Inventory   1,481,078    (994,672)
Other current assets   (415,217)   (300,003)
Deposits and other assets   (318,460)   - 
Accounts payable   1,241,951    554,744 
Deferred revenue   (1,387,099)   (450,889)
Operating lease liability   (812,249)   (684,205)
Accrued expenses and other current liabilities   (494,029)   1,974,066 
Net cash flows used in operating activities   (34,019,519)   (37,963,076)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Patent costs   (70,081)   (49,501)
Purchase of equipment   (211,035)   (2,880,900)
Proceeds from sale of equipment   48,768    - 
Cash paid for Ardenna Inc. asset acquisition   -    (900,000)
Cash paid for Iron Drone asset acquisition   (135,000)   - 
Cash acquired on the acquisition of Airobotics Ltd.   1,049,454    - 
Investment in Dynam A.I.   -    (1,000,000)
Cash paid for Field of View LLC asset acquisition   (145,833)   (104,167)
Cash disbursement on note receivable   -    (2,000,000)
Net cash flows provided by (used in) investing activities   536,273    (6,934,568)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from exercise of stock options and warrants   40,338    64,909 
Proceeds from convertible notes payable, net of issuance costs   9,309,513    27,702,292 
Proceeds from government grant   189,752    - 
Proceeds from sale of redeemable preferred stock in Ondas Networks, net of issuance costs   14,692,335    - 
Payments on convertible notes payable   (4,354,911)   - 
Payments on government grant liability   (6,576)   - 
Payments on loan payable   (1,140,301)   
 
 
Proceeds from sale of shares under ATM agreement   -    6,090,416 
Net cash flows provided by financing activities   18,730,150    33,857,617 
           
Decrease in cash, cash equivalents, and restricted cash   (14,753,096)   (11,040,027)
Cash, cash equivalents, and restricted cash beginning of period   29,775,096    40,815,123 
Cash, cash equivalents, and restricted cash end of period  $15,022,000   $29,775,096 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
           
Cash paid for interest  $176,542   $14,187 
Cash paid for income taxes  $-   $- 
           
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:          
           
Preferred dividends attributable to redeemable noncontrolling interest  $512,207   $- 
Common stock and vested stock options in relation to acquisition of Airobotics, Ltd.  $5,962,628   $- 
Common stock in relation to acquisition of the assets of Iron Drone, Ltd.  $85,000   $- 
Debt exchanged for common stock  $9,849,287   $1,200,000 
Warrants in relation to sale of redeemable preferred stock in Ondas Networks  $4,593,051   $- 
Accretion of redeemable preferred stock in Ondas Networks  $1,001,538   $- 
Non-cash consideration for purchase of intangible assets  $-   $6,019,120 
Operating leases right-of-use assets obtained in exchange of lease liabilities  $3,875,700   $2,928,911 

 

The accompanying footnotes are an integral part of these Consolidated Financial Statements.

 

F-7

 

 

ONDAS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION 

 

The Company 

 

Ondas Holdings Inc. (“Ondas Holdings”, “Ondas”, the “Company,” “we,” or “our”) was originally incorporated in Nevada on December 22, 2014, under the name of Zev Ventures Incorporated. On September 28, 2018, we acquired Ondas Networks Inc., a Delaware corporation (“Ondas Networks”), and changed our name to Ondas Holdings Inc. On August 5, 2021, we acquired American Robotics, Inc. (“American Robotics” or “AR”), a Delaware corporation. On January 23, 2023, we acquired Airobotics, Ltd. (“Airobotics”), an Israeli-based developer of autonomous drone systems. See Note 5 – Goodwill and Business Acquisition. On December 6, 2023, the Company formed Ondas Autonomous Holdings Inc. (“OAH”), a Nevada corporation, as an intermediate holding company which now wholly-owns American Robotics and Airobotics.

 

As a result, Ondas Networks, OAH, American Robotics and Airobotics became our subsidiaries. These subsidiaries are now Ondas’ primary focus. Ondas’ corporate headquarters are located in Marlborough, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, American Robotics’ offices and facilities are located in Sparks, Maryland and Marlborough, Massachusetts, and Airobotics’ offices and facilities are located in Petah Tikva, Israel.

 

Business Activity

 

Ondas is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks, OAH, Airobotics, and American Robotics. Airobotics is an Israeli-based developer of autonomous drone systems. American Robotics is a leading developer of highly automated commercial drone systems. Airobotics and American Robotics operate together under OAH as a separate business unit called Ondas Autonomous Systems. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments, and the following is a discussion of each segment.

 

On February 14, 2023, the Company announced the formation of Ondas Autonomous Systems, a new business unit to manage the combined drone operations of subsidiaries American Robotics and Airobotics. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems 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.

 

F-8

 

 

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. We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing serial-based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. 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 802.16 standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we continue to take a leadership position in IEEE as it relates to wireless networking for industrial markets. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and end markets.

 

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

 

Ondas Autonomous Systems

 

Our Ondas Autonomous Systems business unit develops and integrates drone-based solutions focusing on high-performance critical applications for government and Tier-1 commercial enterprises. Ondas is marketing comprehensive drone-based solutions to address the needs of governmental and commercial customers based on its commercially available platforms: the Optimus System™, a fully autonomous drone platform capable of continuous and multipurpose aerial data capturing and analytics, and the Iron Drone Raider™, a fully autonomous interceptor drone designed to neutralize small hostile drones. Airobotics acquired the assets of Iron Drone on March 6, 2023.

 

Our unique, fully autonomous platforms enable cutting-edge aerial capabilities and are designed to serve and protect critical infrastructure and operations. Our business focuses on end-user entities in Public Safety, Defense, Homeland Security, Smart City, Port Authorities, State Departments, and other governmental entities together with commercial customers of industrial sensitive facilities such as Oil & Gas, Seaports, Mining, and Heavy Construction. For these industries, Ondas Autonomous Systems provides specialized real-time aerial data capturing and aerial protection solutions in the most complex environments such as urban areas, sensitive and critical facilities and field area operations, and high-priority projects. In addition, we offer a wide suite of supplementary, enabling services for successful implementation such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations.

 

Our portfolio companies, American Robotics and Airobotics, form a unique, powerful, and synergistic combination covering all the aspects required for successful Aerospace business together with data technologies and services for digital transformation industries. Our companies are specialized in addressing all the challenges arising along these types of product lifecycles including research and development, manufacturing, certification, and ongoing support.

 

Ondas Autonomous Systems and its portfolio companies have already gained a track record of industry-leading regulatory successes including the securing of the first-of-its-kind Type Certification (TC) from the FAA for the Optimus 1-EX UAV on September 25, 2023, becoming the first autonomous security data capture UAV to achieve this distinction. TC, recognized as the highest echelon of Airworthiness Certification, streamline operational approvals for broad flight operations over people and infrastructure. The certification verifies the compliance of the system’s design with the required FAA airworthiness and noise standards, ensuring safe operation within the US National Airspace System (NAS) thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA Type Certification will enable drone operations beyond-visual-line-of-sight (BVLOS) without a human operator on-site. With a strong footprint in the US market and worldwide, we believe that Ondas Autonomous Systems is well-positioned with proven technology, a unique offering, and strong capabilities to strategically transform critical operations with our cutting-edge drone tech and capabilities.

 

F-9

 

 

Liquidity  

 

We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2023, we had an accumulated deficit of approximately $198,360,000. On December 31, 2023, we had net long-term borrowings outstanding of approximately $5,368,000 net of debt discount and issuance costs of approximately $392,000 and short-term borrowings outstanding of approximately $26,213,000, net of debt discount and issuance costs of approximately $1,968,000. On December 31, 2023, we had cash and restricted cash of approximately $15,022,000 and a working capital deficit of approximately $12,334,000.

 

In October 2022, the Company entered into a convertible debt agreement, which provided cash proceeds of approximately $27,702,000. Also in 2022, the Company raised approximately $6,090,000 through the ATM Offering. In 2023, we raised approximately $14,692,000 of net proceeds from the sale redeemable preferences shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $9,310,000 from a second convertible debt agreement. In February 2024, we raised gross proceeds of approximately $4,500,000 from issuing additional redeemable preference shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $4,100,000 from issuing common stock in Ondas Holdings and warrants in OAH.

 

We expect to fund our operations for the next twelve months from the filing date of this Annual Report on Form 10-K from the cash on hand as of December 31, 2023, proceeds from the 2024 financing activities discussed above, gross profits generated from revenue growth, potential prepayments from customers for purchase orders, potential proceeds from warrants issued and outstanding, and additional funds that we may seek through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. There is substantial doubt that the funding plans will be successful and therefore the conditions discussed above have not been alleviated. As a result, there is substantial doubt about the Company’s ability to continue as a going concern for one year from April 1, 2024, the date the Consolidated Financial Statements were available to be issued.

 

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. 

 

Inflation Reduction Act of 2022 and Tax Cuts and Jobs Act of 2017

 

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) for tax years beginning after December 31, 2022. We do not expect the Corporate AMT to have a material impact on our Consolidated Financial Statements. Additionally, the IRA imposes a 1% excise tax on net repurchases of stock by certain publicly traded corporations. The excise tax is imposed on the value of the net stock repurchased or treated as repurchased. The new law will apply to stock repurchases occurring after December 31, 2022. 

 

Under the Tax Cuts and Jobs Act of 2017, we are required to capitalize R&D expenses for tax purposes and amortize over five years for domestic based expenses and fifteen years for foreign expenses. Given our tax net operating loss carryforward position we do not expect this change to have a material impact on our financial statements.

 

F-10

 

  

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNT POLICIES  

 

Basis of Presentation

  

The Consolidated Financial Statements include the accounts of the Company and our subsidiaries, Ondas Networks, American Robotics, and Airobotics. All inter-company accounts and transactions between these entities have been eliminated in these Consolidated Financial Statements. The functional currency of the Company and all of our subsidiaries is the U.S. dollar.

 

Business Combinations

 

We utilize the purchase method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Ondas’ results of operations beginning on the respective acquisition dates and that assets acquired, and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the Consolidated Statements of Operations. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired, and liabilities assumed in certain cases, may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. 

 

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. The impairment of Goodwill was $0 and $19,419,600 for the years ended December 31, 2023 and 2022, respectively, see Note 5 – Goodwill and Business Acquisition, for further details.

 

Intangible assets represent patents, licenses, software 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 3 years for software; 10 years for patents; 3-10 years for developed technology, 10 years for licenses, trademarks, marketing-related assets 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 Ondas Autonomous Systems as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. 

 

F-11

 

 

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, fair values of financial instruments and goodwill, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.

 

Cash, Cash Equivalents, and Restricted Cash

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2023 and 2022, 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, 2023, the Company has maintained balances in excess of federally insured limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits.

 

Accounts Receivable

 

Accounts receivable are stated at a gross invoice amount less an allowance for credit losses as well as net of any discounts or other forms of variable consideration. 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, 2023 and 2022.

 

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, 2023 and 2022, such reserves were $100,254.

 

Inventory consists of the following:

 

   December 31,
2023		   December 31,
2022		 
Raw Material  $1,499,727   $2,041,776 
Work in Process   782,770    89,080 
Finished Goods   4,403    142,415 
Less Inventory Reserves   (100,254)   (100,254)
Total Inventory, Net  $2,186,646   $2,173,017 

 

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) 3 to 7 years for computer equipment, (ii) 5 years for vehicles and docking stations and drones, (iii) 7 - 17 years for furniture and fixtures, (iv) 5 to 7 years for development equipment, and (v) 3 years for machinery and equipment. 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. 

 

F-12

 

 

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, 2023 and December 31, 2022, 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 are 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 impairment of long-lived assets was $2,523,528 and $12,343 for the years ended December 31, 2023 and 2022, respectively. For additional information on the asset impairment charges, see Note – 2 Summary of Significant Account Policies, Leases, and Note 4 – Property and Equipment.

 

Research and Development

 

Costs for research and development are expensed as incurred except for research and development equipment with alternative future use. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.

 

Fair Value of Financial Instruments

 

Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments. Our financial assets measured at fair value on a nonrecurring basis include right of use assets, goodwill and intangibles, which are adjusted to fair value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Our estimate of the fair value of right of use assets, goodwill and intangibles are based on expected future cash flows and actual results may differ from those estimates.

 

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).

  

F-13

 

 

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 Company had no assets or liabilities that were required to be valued at fair value as of December 31, 2022. The Company had Level 3 assets that are required to be valued at fair value as of December 31, 2023, see Note – 2 Summary of Significant Account Policies, Leases, and Note 4 – Property and Equipment.

 

The Company also had Level 3 liabilities that are required to be valued at fair value as of December 31, 2023. The fair value of the government grant liability is determined as the sum of 3% royalty payments on forecasted future sales, discounted using the effective interest method. As of December 31, 2023, the Company made the following assumptions: (i) royalty payments will be made on future sales through 2026, and (ii) the effective interest rate is a range of 17-19%. The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs:

 

   Government
Grant
Liability		 
Balance as of January 24, 2023  $1,783,403 
Repayment on liability   (6,576)
Government grant liability assumed from Iron Drone asset purchase   307,122 
Fair value adjustment to government grant liability assumed from Iron Drone asset purchase   48,795 
Government grant proceeds received, adjusted to fair value   128,803 
Net Loss on change in fair value of liability   488,157 
Balance as of December 31, 2023  $2,749,704 

   

Deferred Offering Costs

 

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financing is consummated. After consummation of equity financing, 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 financing 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, 2023 and 2022, the Company recorded a reduction in proceeds received of $0 and $35,841, respectively, related to the ATM Offering. See Note 10 – Stockholders’ Equity.

 

On July 11, 2023, the Company and the Sales Agent (as defined below), mutually agreed to terminate the ATM Agreement (as defined below), and the Company expensed the remaining deferred offering costs of $145,293 during the year ended December 31, 2023. For the year ended December 31, 2022, the Company expensed offering costs of $45,823. The deferred offering costs outstanding as of December 31, 2023 and 2022, were $0 and $145,293, respectively.

 

Government Grants

 

The Government liability was assumed through the acquisition of Airobotics and asset purchase of Iron Drone. Airobotics and Iron Drone received government grants from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”), and the grant funds are repayable to the extent that future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses.

 

F-14

 

 

At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, which is 17-19%, and if so, the appropriate amount of the liability is derecognized through other income (expense). Amounts paid as royalties are treated as a reduction of the liability. Royalty payments are due every nine months. There is no maturity date. The liability exists until it is paid in full through royalty payments or the Company reports to the IIA there will be no further sales, and they accept this.

 

Redeemable Noncontrolling Interests

 

On July 9, 2023, Ondas Networks Inc. entered into an Agreement with a third party for the sale of redeemable preferred stock in Ondas Networks. The preferred stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price and can be redeemed at the request of the Holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock (see Note 11 – Redeemable Noncontrolling Interest). The applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result, the Company recorded the noncontrolling interest as redeemable noncontrolling interest and classified it in temporary equity within its consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to accrete the redeemable noncontrolling interest to the full redemption value as of the earliest redemption date by accruing dividends at 8% per annum and accreting the redemption value to two times the initial investment over five years using the effective interest rate method.

 

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 U.S. 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 (“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 in determining the fair value of Share-based Awards. The expected term is based on the “simplified method”, due to the Company’s limited option exercise history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. 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 the Company’s common stock, par value $0.0001 (the “Common Stock”), issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.

 

F-15

 

 

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 Statements of Operations.

 

Advertising and Promotional Expenses

 

We expense advertising and promotional costs as incurred. We recognized expense of $182,070 and $80,934 for the years ended December 31, 2023, and 2022, respectively. These costs are included in Sales and marketing on the accompanying Consolidated Statements of Operations.

 

Post-Retirement Benefits

 

We have one 401(k) Savings Plan for US employees that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this 401(k) Plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We recognized expense of $328,357 and $351,837 for the years ended December 31, 2023, and 2022, respectively.

 

Airobotics’ post-employment benefits are usually funded by deposits with insurance companies and are classified as defined deposit plans or defined benefit plans. Airobotics’ has defined deposit plans, in accordance with Section 14 of Severance Compensation Israeli Law, 1963, according to which Airobotics regularly makes its payments without having a legal or implied obligation to make additional payments even if the fund has not accumulated sufficient amounts to pay all employee benefits, in the current period and in previous periods. Deposits to a defined benefit plan for severance pay or benefits, are recognized as an expense when deposited with the plan in parallel with receiving work services from the employee. All of Airobotics’ employees in Israel are subject to Section 14 of Severance Compensation Israeli Law. We recognized expense of $624,758 for the period of January 24, 2023 through December 31, 2023 related to these post-employment benefits.

 

Revenue Recognition

 

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

 

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.

  

Ondas Autonomous Systems generates revenue through the sales of their Optimus system and separately priced support, maintenance and ancillary services directly related to the sale of the Optimus system. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems.

 

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

 

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

 

F-16

 

 

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 their autonomous systems, it is held in deferred revenue and recognized after operation commences over the length of the subscription service.

  

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, 2023 and 2022, 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, 2023 and 2022, 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, 2023 and 2022, there were no modifications to contract specifications.

 

F-17

 

 

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 over time.

 

Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, in 2023, a significant portion of this revenue is generated from one parent customer 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 either recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied recognized, or 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, depending on the contract.

 

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.

  

Ondas Autonomous Systems’ product revenue is comprised of sales of the Optimus system which includes a drone, docking station, different flown sensors (payloads), communications system, batteries, and others. The Optimus system 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.

  

F-18

 

 

Ondas Autonomous Systems’ service revenue is comprised of separately priced support and maintenance sales, as well as ancillary services directly related to the sale of the Optimus system including product training, installation, and onsite support. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. The customer pays for a monthly, annual, or multi-annual subscription service to remotely access the data collected by their autonomous systems. 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 based on the stand-alone selling prices of these performance obligations, which are stated in our contracts.

 

Ondas Autonomous Systems’ payment terms vary and range from Net 30 days to Net 60 days from the date of the invoices for product and services related revenue. Ondas Autonomous Systems’ 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.

 

Disaggregation of Revenue

 

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

 

   Years Ended
December 31,		 
   2023   2022 
Type of Revenue        
Product revenue  $12,102,388   $872,660 
Service and subscription revenue   2,126,560    319,140 
Development revenue   1,462,482    934,017 
Total revenue  $15,691,430   $2,125,817 

 

   Years Ended
December 31,		 
   2023   2022 
Timing of Revenue        
Revenue recognized point in time  $14,071,906   $872,660 
Revenue recognized over time   1,619,524    1,253,157 
Total revenue  $15,691,430   $2,125,817 

 

   Years Ended
December 31,		 
   2023   2022 
Country of Revenue, based on location services were provided or product was shipped to:        
United States  $5,717,832   $2,125,817 
United Arab Emirates   8,521,393    - 
United Kingdom   995,357    - 
Israel   429,107    - 
India   27,741    - 
Total revenue  $15,691,430   $2,125,817 

 

F-19

 

 

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 we have recognized revenue over time in accordance with meeting our performance obligation but are unable to invoice the customer yet based on the contractual invoicing terms. The contract asset is reclassified to a receivable when the right to consideration becomes unconditional. The table below details the activity in our contract assets during the year ended December 31, 2023. We did not have any contract assets recorded as of December 31, 2022. Contract assets are included in Other current assets on the Consolidated Balance Sheet.

 

   Year Ended
December 31,
2023		 
Balance at beginning of period  $- 
Contract assets recognized   928,995 
Reclassification to Accounts receivable, net   (109,888)
Balance at end of period  $819,107 

 

We recognize a contract liability (deferred revenue) when we receive consideration from a customer, or if we have the unconditional right to consideration (i.e., a receivable), prior to 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, 2023 and 2022.

 

   Years Ended
December 31,		 
   2023   2022 
Balance, beginning of year  $61,508   $512,397 
Additions   2,438,655    527,268 
Transfer to revenue   (2,223,219)   (978,157)
Balance, end of year  $276,944   $61,508 

 

Revenue recognized during the year ended December 31, 2023 that was included in the contract liability opening balance was $61,508.

 

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 obligation as of December 31, 2023 and 2022 are immaterial to the Company’s financial statements.

 

F-20

 

 

Leases

 

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2023, the Company’s operating leases consisted of office spaces in Sunnyvale, CA, Marlborough, MA (the “American Robotics Lease”), Waltham, MA (the “Waltham Lease”), and Petah Tikva, Israel (the “Airobotics Leases”).

 

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 April 1, 2023, the Company amended the 2021 Gibraltar Lease to extend the lease through September 30, 2023, wherein the base rate is $65,676 per month. On November 6, 2023, the Company amended the 2021 Gibraltar Lease, as amended to further extend the lease through June 30, 2024, wherein the base rate is $68,959 per month.

 

On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, located in Marlborough, Massachusetts, 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 the American Robotics 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 31, 2024. On November 10, 2023, American Robotics amended the American Robotics Lease, as amended to extend the existing lease term from January 31, 2024 to January 31, 2026 and to relinquish a portion of the leased outdoor space. The annual base rent is $14,586 per month starting February 1, 2024, with an annual increase of 3.5% through January 2026. These facilities also serve as Ondas’ corporate headquarters.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. The Waltham Lease commenced on March 1, 2022, and is scheduled to 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.

 

On January 23, 2023, the Company acquired Airobotics and the Airobotics Leases, which includes office space in Petah Tikva, Israel leased according to three different lease agreements. Each agreement is with respect to different sections of the entire leased area and are in effect through December 31, 2023, February 28, 2024, and November 30, 2024 wherein the base rate of the entire leased area is approximately $20,500 per month.

 

On August 7, 2023, Ondas Networks entered into a 72-month lease agreement with the owner and landlord of office space in Sunnyvale, CA (the “Oakmead Lease”). The Oakmead Lease commenced on October 1, 2023, and is an operating lease through September 30, 2029. Base rent is $77,533 per month, increasing approximately 3% annually, with a security deposit due in the amount of $269,428. Base rent shall be abated during the first twelve months of the term of the lease.

 

On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, the remaining lease term, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease. This event indicated that the carrying amount of the right of use asset, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts (the “Asset Group”) may not be recoverable. The Asset Group was tested for recoverability using the undiscounted cash flows from the sublease and the Company found the Asset Group to be impaired. The Company determined the Level 3 fair value of the Asset Group using the sum of future cash flows from the sublease, discounted to the present value using an assumed discount rate of 10.5%. Based on this valuation, the Company recorded an impairment charge of $1,383,536 related to the right of use asset associated with this Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023.

 

F-21

 

 

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,		 
   2023   2022 
Components of total lease costs:        
Operating lease expense  $1,231,198   $1,151,453 
Common area maintenance expense   277,865    103,691 
Short-term lease costs (1)   813,797    48,870 
Total lease costs  $2,322,860   $1,304,014 

 

(1)Represents short-term leases with an initial term of 12 months or less, which are immaterial.

 

Lease Positions as of December 31, 2023 and 2022

 

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

 

   December 31, 
   2023   2022 
Assets:        
Operating lease assets  $4,701,865   $2,930,996 
Total lease assets  $4,701,865   $2,930,996 
           
Liabilities:          
Operating lease liabilities, current  $685,099   $580,593 
Operating lease liabilities, net of current   5,800,710    2,456,315 
Total lease liabilities  $6,485,809   $3,036,908 

 

Other Leases Information

 

   Years ended
December 31,		 
   2023   2022 
Operating cash flows for operating leases  $1,038,556   $878,627 
           
Weighted average remaining lease term (in years)- operating lease   4.73    5.86 
Weighted average discount rate – operating lease   9.99%   5.78%

 

F-22

 

 

Undiscounted Leases Cash Flows

 

Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows:

 

Years ending December 31,    
2024   815,880 
2025   1,802,201 
2026   1,653,139 
2027   1,568,688 
2028   1,616,022 
Thereafter   999,204 
Total future minimum lease payments  $8,455,134 
Lease imputed interest   (1,969,325)
Total  $6,485,809 

  

Net Loss Per Common Share

 

Basic net loss per share is computed by dividing net loss available to common stockholders (the numerator) by the weighted average number of shares of Common Stock outstanding for each period (the denominator). Income available to common stockholders shall be computed by deducting the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income.

 

The computation of diluted net loss per share is similar to the computation of basic net loss per share except that the numerator may have to adjust for any dividends and income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of common stock, and the denominator may have to adjust to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued during the period to reflect the potential dilution that could occur from shares of common stock issuable through stock options, warrants, restricted stock units, or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and restricted stock units, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260. Because of the net loss for the years ended December 31, 2023 and 2022, the impact of including this in our computation of diluted net loss per share was anti-dilutive.

 

The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

 

   Years Ended
December 31,		 
   2023   2022 
Warrants to purchase common stock   12,566,092    1,901,802 
Options to purchase common stock   4,854,507    2,412,286 
Potential shares issuable under 2022 Convertible Exchange Notes   62,084,776    24,177,835 
Potential shares issuable under 2023 Additional Notes   29,125,732    - 
Restricted stock units   554,466    1,111,617 
Total potentially dilutive securities   109,185,573    29,603,540 

  

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, 2023, the Company was approximately $13,972,000 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 maintain an allowance for credit losses.

  

F-23

 

 

Concentration of Customers

 

Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. Revenue from significant customers, those representing 10% or more of total revenue, was composed of three customers accounting for 42%, 33% and 22% of the Company’s revenue for the year ended December 31, 2023, respectively. One customer accounted for 89% of the Company’s revenue for the year ended December 31, 2022.

 

Accounts receivable from significant customers, those representing 10% or more of the total accounts receivable, were composed of three customers accounting for 61%, 22% and 12%, respectively, of the Company’s accounts receivable balance as of December 31, 2023. Two customers accounted for 67% and 33% of the Company’s accounts receivable balance as of December 31, 2022, respectively.

 

Recently Adopted Accounting Pronouncements and SEC Rules

 

As of January 1, 2023, the Company adopted the following Accounting Standards Updates (ASU), and the adoption had no impact on our accompanying Consolidated Financial Statements:

 

  1. ASU No. 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures, as an amendment to ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

 

  2. ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers; and

 

  3. ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

 

On September 29, 2022, the Financial Accounting Standards Board (FASB) issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. Under the new ASU, a company that uses a supplier finance program in connection with the purchase of goods or services will be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU No. 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, except for the roll forward of the supplier finance program obligations, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The adoption of this pronouncement as of January 1, 2023 did not have a material impact on our accompanying Consolidated Financial Statements.

 

In July 2023, the SEC adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring disclosure of material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy and governance in annual reports. The Company has included the Regulation S-K Item 1C disclosure requirements under this rule in our Annual Report on Form 10-K for the year ended December 31, 2023. Incident disclosure requirements in Form 8-K will be effective for us on June 15, 2024. 

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

On September 30, 2022, the FASB issued ASU No. 2022-03, which (1) clarifies existing guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and (2) introduces new disclosure requirements for equity securities subject to contractual sale restrictions. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security. Instead, the contractual sale restriction is a characteristic of the reporting entity. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. Additionally, the ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.

 

In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.

 

F-24

 

 

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.

 

In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets”, which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company’s Consolidated Financial Statements

 

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.

 

Reclassification

 

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

  

NOTE 3 – OTHER CURRENT ASSETS

 

Other current assets consist of the following:

 

   Years Ended
December 31,		 
   2023   2022 
Prepaid insurance  $1,035,071   $782,538 
Advance to vendors   442,727    323,698 
Deferred offering costs   -    145,293 
Contract asset   819,107    - 
VAT input credit   232,048    - 
Receivables from employees   40,117    - 
Other prepaid expenses and current assets   398,549    498,084 
Total other current assets  $2,967,619   $1,749,613 

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

   Years Ended
December 31,		 
   2023   2022 
         
Vehicles  $149,916   $149,916 
Computer equipment   363,141    348,408 
Furniture and fixtures   332,804    461,352 
Leasehold improvements   2,534,014    2,093,812 
Development equipment   294,288    342,142 
Drones and base stations   3,928,958    - 
Machinery and Equipment   60,321    - 
Construction in progress   395,340    330,541 
    8,058,782    3,726,171 
Less: accumulated depreciation   (3,882,824)   (702,886)
Total property and equipment  $4,175,958   $3,023,285 

 

F-25

 

 

Depreciation expense for the years ended December 31, 2023 and 2022 was $844,833 and $449,458, respectively. For the year ended December 31, 2023, the Company recognized a loss on disposal of Computer equipment of $52,595. For the year ended December 31, 2022, the Company recognized a loss on disposal of obsolete Drones and base stations totaling $382,060. Loss on disposal of assets is included in Other income (expense), net in the Company’s Consolidated Statements of Operations for the years ended December 31, 2023 and 2022. As of December 31, 2023, there was $1,939,716 of net property and equipment located in Israel and $298,363 of net property and equipment located in United Arab Emirates.

 

In connection with the American Robotics sublease effective January 15, 2024, see Note – 2 Summary of Significant Account Policies, Leases, the Company recorded an impairment charge of $1,127,769 related to the Leasehold improvements and Furniture and fixtures associated with the Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023. 

 

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.

 

Airobotics Transaction

 

On January 23, 2023, the Company, completed the acquisition of Airobotics, pursuant to the Agreement of Merger, dated as of August 4, 2022 (the “Original Airobotics Agreement”), and that certain Amendment to Agreement of Merger, dated November 13, 2022 (the “Airobotics Amendment,” and together with the Original Airobotics Agreement, the “Airobotics Agreement”), by and among the Company, Talos Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Airobotics. In accordance with the terms of the Airobotics Agreement, Merger Sub merged with and into Airobotics (the “Merger”), with Airobotics continuing as the surviving company of the Merger and as a wholly owned subsidiary of the Company.

 

At the effective time of the Merger (the “Effective Time”), each ordinary share of Airobotics, par value NIS 0.01 per share (the “Airobotics Ordinary Shares”), issued and outstanding (other than shares owned by Airobotics or its subsidiaries (dormant or otherwise) or by the Company or Merger Sub) was converted into, and exchanged for 0.16806 (the “Exchange Ratio”) fully paid and nonassessable shares of Common Stock of the Company, without interest and subject to applicable tax withholdings (“Merger Consideration”). All fractional shares of the Company Common Stock that would have otherwise been issued to a holder of Airobotics Ordinary Shares as part of the Merger Consideration were rounded up to the nearest whole share based on the total number of shares of the Company’s Common Stock issued to such holder of Airobotics Ordinary Shares. Holders of Airobotics Ordinary Shares received approximately 2.8 million shares as consideration (excluding approximately 1.7 million shares underlying equity awards to be outstanding following the Merger).

  

As provided in the Airobotics Agreement, each outstanding option, warrant or other right, whether vested or unvested, to purchase Airobotics Ordinary Shares (each, an “Airobotics Stock Option,” and collectively, the “Airobotics Stock Options”) issued pursuant to the Airobotics Ltd. 2015 Israeli Share Option Plan and 2020 Incentive Equity Plan (the “Airobotics Plans”), was assumed by Ondas and converted as of the Effective Time into an option, warrant or right, as applicable, to purchase shares of Company Common Stock. Subject to the terms of the relevant Airobotics Stock Option, each Airobotics Stock Option is deemed to constitute an option, warrant, or other right, as applicable, to purchase, on substantially the same terms and conditions as were applicable under such Airobotics Stock Option, a number of shares of Company Common Stock equal to the number of shares of Company Common Stock (rounded up to the nearest whole share) that the holder of such Airobotics Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option, warrant, or right to purchase full Airobotics Ordinary Shares immediately prior to the Effective Time at a price per share of Company Common Stock (rounded down to the nearest whole cent) equal to (i) the former per share exercise price for Airobotics Ordinary Shares otherwise purchasable pursuant to such Airobotics Stock Option, divided by (ii) the Exchange Ratio.

 

F-26

 

 

As a result of the Merger, the Company is dual listed on The Nasdaq Stock Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”). The first trading day of the Company’s shares on TASE was January 26, 2023. On February 8, 2024, the Company took steps to voluntarily delist the Company’s common stock from trading on TASE. Pursuant to Israeli law, the delisting of the Company’s Common Stock is expected to take effect three months following the date of the Company’s request to the TASE to delist the Company’s common stock, which occurred on February 8, 2024. The Company’s Common Stock will continue to be listed for trading on Nasdaq, and all of the shares traded on the TASE are expected to be transferred to Nasdaq where they can continue to be traded. See the Current Report on Form 8-K filed with the SEC on February 8, 2024 for further details.

 

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

 

Purchase price consideration    
Common Stock – 2,844,291 Shares  $5,261,938 
Vested Stock Options – 773,244 Shares   700,690 
Warrants – 586,440 Warrants to purchase shares   - 
Total purchase price consideration  $5,962,628 
      
Estimated fair value of assets acquired:     
Cash and cash equivalents and restricted cash  $1,049,454 
Accounts receivable   112,245 
Inventory   1,494,707 
Other current assets   835,664 
Property and equipment   3,015,602 
Right of use asset   339,104 
Intangible assets   5,977,926 
Other long-term assets   62,851 
Total estimated fair value of assets acquired   12,887,553 
      
Estimated fair value of liabilities assumed:     
Accounts payable   969,242 
Customer Prepayments   1,602,535 
Government grant liability   1,783,403 
Other loans   1,140,301 
Other payables   1,156,057 
Lease liabilities   385,450 
Loan from related party   2,032,875 
Total estimated fair value of liabilities assumed   9,069,863 
      
Net Assets Acquired  $3,817,690 
      
Goodwill  $2,144,938 

 

The exercise price of the warrants included in the purchase price consideration far exceeded the Company’s stock price at the date of acquisition, thus the value of warrants was deemed de minimis.

 

F-27

 

 

The intangible assets acquired include the developed technology, marketing-related assets, and customer relationships (see Note 6 – Intangible Assets). The final purchase price allocation has changed from the preliminary allocation because of changes in the valuation of property and equipment and intangibles. During the year ended December 31, 2023, measurement period adjustments were made of (1) $68,483 to reduce the estimated fair value of property and equipment and increase goodwill, respectively, and (2) $80,000 to reduce the valuation of the customer relationships intangible asset and increase goodwill, respectively.

 

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.

 

Our results for the year ended December 31, 2023 include results from Airobotics between January 24, 2023 and December 31, 2023. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Airobotics had occurred on January 1, 2022. 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, 2022 or what the Company’s operating results will be in future periods. 

 

  

(Unaudited)

Years Ended
December 31,

 
   2023   2022 
Revenue, net  $15,723,466   $2,874,232 
Net loss  $(45,195,015)  $(85,966,141)
Net Loss Per Share – basic and diluted  $(0.86)  $(1.90)

 

Goodwill Impairment

 

The Company has recognized goodwill as part of the American Robotics acquisition in 2021 and Airobotics acquisition in 2023. The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows:

 

   Ondas
Autonomous
Systems		 
Balance as of January 1, 2022  $45,026,583 
Impairment loss   (19,419,600)
Balance as of December 31, 2022   25,606,983 
Goodwill acquired   2,144,938 
Balance as of December 31, 2023  $27,751,921 

 

Goodwill is tested for impairment in the fourth quarter after the annual forecasting process. In December 2023, the Company bypassed the qualitative analysis and proceeded directly to a quantitative analysis. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and updated forecasts for revenue and cash flows, it was determined that the fair value of the Ondas Autonomous Systems reporting unit was higher than the carrying value as of December 31, 2023, and no further impairment to goodwill was necessary as of December 31, 2023.

 

In December 2022, the Company initially carried out a qualitative analysis and determined that because of changes in market conditions as well as a slower increase in revenue than previously forecast, it was more likely than not that goodwill was impaired. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and revised forecasts for revenue and cash flows that are lower than the previous valuation, it was determined that the fair value of the Ondas Autonomous Systems reporting unit was lower than the carrying value as of December 31, 2022, and an impairment of $19,419,600 was recognized in Operating expenses in the Consolidated Statements of Operations for the year ending December 31, 2022.

 

F-28

 

 

NOTE 6 – INTANGIBLE ASSETS

 

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

 

   December 31, 2023   December 31, 2022    
   Gross
Carrying
Amount		   Accumulated
Amortization		   Net
Carrying
Amount		   Gross
Carrying
Amount		   Accumulated
Amortization		   Net
Carrying
Amount		   Useful
Life
                            
Patents  $117,810   $(43,153)  $74,657   $82,431   $(27,331)  $55,100   10
Patents in process   142,239    
-
    142,239    119,760    
-
    119,760  
N/A
Licenses   241,909    (89,859)   152,050    241,909    (65,665)   176,244   10
Software   211,411    (167,412)   43,999    161,284    (84,682)   76,602   3
Trademarks   3,230,000    (776,235)   2,453,765    3,230,000    (453,242)   2,776,758   10
FAA waiver   5,930,000    (1,425,101)   4,504,899    5,930,000    (832,113)   5,097,887   10
Developed technology   27,977,331    (5,632,170)   22,345,161    23,270,614    (2,752,353)   20,518,261   3 - 10
Non-compete agreements   840,000    (840,000)   
-
    840,000    (840,000)   
-
   1
Marketing-related assets   890,000    (82,540)   807,460    
-
    
-
    
-
   10
Customer relationships   1,010,000    (205,048)   804,952    60,000    (16,839)   43,161   5
   $40,590,700   $(9,261,518)  $31,329,182   $33,935,998   $(5,072,225)  $28,863,773    

 

Amortization expense for the year ended December 31, 2023 and 2022 was $4,147,092 and $3,570,090, respectively.

 

We recognized losses on intellectual property of $12,223 and $12,343 due to expiration of patent applications for the years ended December 31, 2023 and 2022, respectively.

 

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 was $900,000 in cash and 780,000 shares of the Company’s Common Stock (the “Ardenna Consideration Shares”). In connection of the acquisition, the parties entered into a Registration Rights and Lock-Up Agreement, which required the Company to file a resale registration statement covering the resale of the Ardenna Consideration Shares no later than ninety (90) days after the closing date and restricted the holder from transferring the Ardenna Consideration Shares for 180 days from the closing date, subject to certain exceptions. On April 5, 2022, the Company completed the acquisition. As a result of this transaction, the Company recognized developed technology in the amount of $6,843,600. The Company filed the registration statement Form S-3 on July 1, 2022, and it was declared effective on July 15, 2022.

 

On August 31, 2022, the Company entered into the asset purchase agreement with Field of View LLC, a North Dakota limited liability company. The total purchase consideration consisted of $250,000 of cash payable in monthly installments over twelve months, and $75,520 shares of the Company’s common stock, representing 16,000 shares (“FOV Consideration Shares”). The asset purchase agreement restricts the holder from transferring the FOV Consideration Shares for 180 days from the closing date, subject to certain exceptions. The Company acquired computer and research and development equipment amounting to $18,506 and intangibles for developed technology for $307,014. As of December 31, 2023, the cash was paid and equity was issued in full. As of December 31, 2022, cash paid amounted to $104,167, with the balance payable of $145,333 accounted for as accrued purchase consideration included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

 

F-29

 

 

On October 19, 2022, Airobotics entered into an Asset Purchase Agreement, as amended, to acquire all of the intellectual property, technical systems, and operations of Iron Drone Ltd. (“Iron Drone”), an Israeli-based company specializing in the development of autonomous counter-drone systems (the “Iron Drone Transaction”). The consideration for the Iron Drone Transaction was (i) $135,000 in cash, (ii) 46,129 shares of the Company’s Common Stock, (iii) warrants exercisable for 26,553 shares of the Company’s Common Stock with an exercise price of $11.95, which shall be exercisable if, during the 48 month period following the closing, the average price per share of the Company’s Common Stock exceeds $52.38 for a period of at least 90 consecutive trading days, (iv) a right to acquire 35,377 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of the Company’s Common Stock exceeds $18.25 for a period of at least 90 consecutive trading days, and (v) a right to acquire 70,753 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of Company’s Common Stock exceeds $20.27 for a period of at least 90 consecutive trading days. On March 6, 2023, the Company completed the Iron Drone Transaction. The Company acquired intangibles for developed technology for $576,717. As of December 31, 2023, the cash was paid and equity was issued in full.

 

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

 

Year Ending December 31,  Expected
Amortization		 
2024  $4,206,541 
2025   4,149,761 
2026   4,066,033 
2027   4,058,871 
2028   3,787,781 
Thereafter   11,060,195 
Total  $31,329,182 

 

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, American Robotics 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.

 

On July 15, 2022, Ondas Holdings irrevocably subscribed and agreed to purchase 3,357,958 shares of Series Seed Preferred Stock of Dynam for the aggregate price of $1,000,000 representing a subscription price of $0.2978 per share by way of a non-brokered private placement for approximately 8% ownership in Dynam. This brings Ondas Holdings investment in Dynam to 6,499,056 shares or approximately 19% ownership.

 

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, 2023, Dynam had ceased operations, and the Company recognized an impairment charge of $1,500,000, which is included in Operating expenses on the Consolidated Statements of Operations for the year ended December 31, 2023. As of December 31, 2023 and 2022 the long-term equity investment had a carrying value of $0 and $1,500,000, respectively. 

  

F-30

 

 

NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consist of the following:

 

   Years Ended
December 31,		 
   2023   2022 
Accrued payroll and other benefits  $2,423,709   $390,698 
D&O insurance financing payable   -    516,619 
Accrued professional fees   315,863    792,367 
Accrued purchase consideration   -    145,833 
Accrued interest   652,631    176,629 
Other accrued expenses and payables   195,674    1,246,847 
Total accrued expenses and other current liabilities  $3,587,877   $3,268,993 

 

NOTE 9 – LONG-TERM NOTES PAYABLE

 

2017 Convertible Promissory Note

 

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

 

As of December 31, 2023 and 2022, the total outstanding balance of the 2017 Convertible Promissory Note was $300,000. The maturity date of the 2017 Convertible Promissory 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, 2023 and 2022 was $26,844 and $40,965, respectively. Interest expense for both years ended December 31, 2023 and 2022 was $15,000.

  

2022 Convertible Promissory Notes

 

On October 28, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors pursuant to which we issued convertible notes (“2022 Convertible Promissory Notes”) in the principal amount of $34.5 million, with a debt discount of $4.5 million and issuance costs of $2.3 million. The net amount of proceeds to us from the 2022 Convertible Promissory Notes after deducting the placement agent’s fees and transaction expenses (issuance costs) were approximately $27,703,000. The Company intends to use the net proceeds of the 2022 Convertible Promissory Notes for general corporate purposes, including funding capital, expenditures, or the expansion of its business and providing working capital.

  

On January 20, 2023, the Company entered into an Amendment No. 1 to Securities Purchase Agreement (“Amended SPA”) to that certain Purchase Agreement. The Amended SPA amends the notes attached as exhibits to the Purchase Agreement. Amendment No.1 was accounted for as a modification of the Purchase Agreement,

 

F-31

 

 

Pursuant to the terms of the Purchase Agreement, on January 20, 2023, the Company exchanged the 2022 Convertible Promissory Notes, on a dollar-for-dollar basis, into 3% Senior Convertible Notes Due 2024 (the “2022 Convertible Exchange Notes”).

  

The 2022 Convertible Exchange Notes are identical in all material respects to the 2022 Convertible Promissory Notes, except that they (i) are issued pursuant to the Base Indenture (as defined below) and the First Supplemental Indenture (as defined below); (ii) have a maturity date of October 28, 2024; (iii) allow for the Acceleration of Installment Amounts (as defined in the 2022 Convertible Exchange Notes) not to exceed eight (8) times the Installment Amount (as defined in the 2022 Convertible Exchange Notes) with respect to the Installment Date (as defined in the 2022 Convertible Exchange Notes) related to the Current Acceleration (as defined in the 2022 Convertible Exchange Notes); and (iv) modify the Acceleration Conversion Price (as defined in the 2022 Convertible Exchange Notes).

 

The 2022 Convertible Exchange Notes were issued pursuant to the first supplemental indenture (the “First Supplemental Indenture”), dated as of January 20, 2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the indenture entered into by and between the Company and the Trustee, dated as of January 20, 2023 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Initial Indenture”). The Initial Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the 2022 Convertible Exchange Notes include those set forth in the Initial Indenture and those made part of the Initial Indenture by reference to the Trust Indenture Act.

 

On July 21, 2023, the Company entered into an agreement and waiver with the holder of the 2022 Convertible Exchange Notes (the “Agreement and Waiver,” together with the Purchase Agreement and Amended SPA, the “SPA”) that included (i) extending the Maturity Date to from October 28, 2024 to April 28, 2025; (ii) waive the last sentence of Section 8(e) of the Notes (such that last sentence of Section 8(e) of the Notes shall have no further force and effect) (the “Acceleration Waiver”); (iii) reduce the Conversion Price of the 2022 Convertible Exchange Notes to the lower of (A) the Conversion Price then in effect and (B) the greater of (x) the Floor Price (as defined in the Notes) then in effect and (y) 125% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately prior to the effective date; provided, that, in addition, during the period commencing on the effective date through and including September 30, 2023, the conversion price of the Notes, solely with respect to voluntary conversions of such aggregate Conversion Amount of the Notes not in excess of such aggregate Current Installment Amounts of such applicable period (or otherwise eligible to be converted in one or more Accelerations during such applicable period), shall be further lowered to the Installment Conversion Price (as defined in the Existing Note) in effect for the Installment Date (as defined in the Existing Note) of the Existing Note of July 3, 2023; (iv) to extend the Additional Closing Expiration Date to April 28, 2026; and (v) increase the aggregate principal amount of Notes issuable in one or more Additional Closings to $46,000,000. This agreement was accounted for as a modification.

 

A full summary of the Agreement and Waiver, including a full text of the related agreements, are available on the Current Report on Form 8-K filed with the SEC on July 28, 2023.

   

The 2022 Convertible Exchange Notes bear interest at the rate of 3% per annum. The 2022 Convertible Exchange Notes are payable in monthly installments beginning on November 1, 2022 through the maturity date of April 28, 2025 (each such date, an “Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable “Installment Amount” (as defined below) into shares of our Common Stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments can be requested in cash. For the year ended December 31, 2023 and 2022, we issued 14,028,022 and 415,161 common shares as a result of Installment Conversion, respectively. At each Installment Date the note holder may defer some or all of the amount due until the subsequent Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due. At each Installment Date the price used to exchange outstanding notes into Common Stock is based on the lower of (A) 92% of the lowest VWAP of the respective previous five trading days; and (B) the Floor Price ($0.32 as of December 31, 2023). The maximum conversion price is $1.50 per share.

 

F-32

 

 

The “Installment Amount” will equal:

 

(i)for all Installment Dates other than the maturity date, the lesser of (x) the Holder Pro Rata Amount of $1,437,500 and (y) the principal amount then outstanding under the Note; and

 

(ii)on the maturity date, the principal amount then outstanding under the Note.

 

Each month, the note holders may accelerate a portion of the note due up to eight times the minimum Installment Amount of $1,437,500.

 

Additional Notes

 

On July 24, 2023, pursuant to the terms of the Purchase Agreement, as amended, an Investor elected to purchase 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million (the “2023 Additional Notes,” together with the 2022 Convertible Exchange Notes, the “Notes”), which 2023 Additional Notes are convertible into shares of Common Stock under certain conditions more fully described in the 2023 Additional Notes. The 2023 Additional Notes have an original issue discount of approximately thirteen percent (13%) resulting in gross proceeds to the Company of $10.0 million. The Company currently intends to use the net proceeds for general corporate purposes, which includes funding capital expenditures and working capital. The 2023 Additional Notes have a maturity date of July 25, 2025. The 2023 Additional Notes were issued pursuant to the second supplemental indenture, dated as of July 25, 2023, between the Company and the Trustee (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Second Indenture”). The Second Supplemental Indenture supplements the Base Indenture. The Second Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the Additional Notes include those set forth in the Second Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

 

The 2023 Additional Notes bear interest at the rate of 3% per annum. The 2023 Additional Notes are payable in monthly installments beginning on August 1, 2023 through the maturity date of July 24, 2025 (each such date, an “Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable Installment Amount (as defined above under the 2022 Convertible Exchange Notes) into shares of our Common Stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments can be requested in cash. For the year ended December 31, 2023, we made no cash payments and issued no common shares as a result of Installment Conversion. At each Installment Date the note holder may defer some or all of the amount due until the subsequent Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due. At each Installment Date the price used to exchange outstanding notes into Common Stock is based on the greater of (x) the Floor Price ($0.40 as of December 31, 2023) and (y) 92% of the lowest VWAP of the prospective five trading days. The maximum conversion price is $1.45 per share.

 

On July 25, 2023, the 2023 Additional Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252571) filed with the SEC on January 29, 2021 (as such registration statement became effective on February 5, 2021. On July 25, 2023, the Company filed a prospectus supplement with the SEC in connection with the sale and issuance of the 2023 Additional Notes. Oppenheimer & Co. Inc. served as the sole placement agent for the transaction pursuant to the terms of a placement agent agreement, dated October 26, 2022.

 

As of December 31, 2023, the total outstanding principal on the 2022 Convertible Exchange Notes and 2023 Additional Notes was $28,504,661, net of debt discount and issuance costs of $2,360,129. As of December 31, 2022, the total outstanding principal on the 2022 Convertible Promissory Notes was $30,048,135, net of debt discount and issuance costs of $3,251,865. Accrued interest as of December 31, 2023 and 2022 was $652,631 and $176,629, respectively, and is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

 

For the year ended December 31, 2023, we recognized interest expense of $1,027,480, amortization expense of $2,070,390 related to the debt discount, and amortization expense of $1,069,388 related to the issuance costs for the 2022 Convertible Exchange Notes and 2023 Additional Notes. For the year ended December 31, 2022, we recognized interest expense of $176,629, amortization expense of $2,358,871 related to the debt discount, and amortization expense of $1,186,972 related to the issuance costs for the 2022 Convertible Exchange Notes. The remaining unamortized debt discount of $1,570,739 and issuance costs of $789,390 as of December 31, 2023 will be amortized via the effective interest method under ASC 835. Interest expense and amortization expense of the debt discount and issuance costs are included in Interest expense on the Consolidated Statements of Operations.

 

F-33

 

 

Government Grant Liability

 

Airobotics has received grants from the Israel Innovation Authority (“IIA”) to finance its research and development programs in Israel, through which Airobotics received IIA participation payments in the aggregate amount of $3.1 million through December 31, 2023. All of these are royalty-bearing grants. In return, Airobotics is committed to pay IIA royalties at a rate of 3% of future sales of the developed products, up to 100% of the amounts of grants received plus interest at LIBOR. Through December 31, 2023, approximately $460,000 in royalties have been paid to the IIA. The Company’s royalty liability to the IIA as of December 31, 2023, including grants received by Airobotics and the associated LIBOR interest on all such grants, was $2,749,704. The increase in fair value of the government grant liability, including LIBOR interest expense accrued, was $427,208 for the period of January 24, 2023 - December 31, 2023, which is included in Other income (expense), net on the Consolidated Statements of Operations.

 

NOTE 10 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

As of December 31, 2023 and 2022, the Company had 300,000,000 and 116,666,667 shares of Common Stock authorized for issuance, respectively, of which 61,940,878 and 44,108,661 shares of our Common Stock were issued and outstanding, respectively.

   

Preferred Stock

 

As of December 31, 2023 and 2022, 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,” together with the Series A Preferred, the “Preferred Shares”) shares. As of December 31, 2023 and 2022, the Company had no preferred stock outstanding.

  

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 “Prior 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 Prior Form S-3 was declared effective by the SEC on February 5, 2021. In accordance with SEC rules, the Prior Form S-3 expired on February 5, 2024, the three-year anniversary of the date on which it was declared effective.

 

On February 2, 2024, the Company initially filed with the SEC a new shelf Registration Statement on Form S-3 for up to $175,000,000, which represents $150,000,000 under the Prior Form S-3 and an additional $25,000,000 (the “New 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 New Form S-3 was declared effective by the SEC on February 15, 2024.

 

F-34

 

 

ATM Offering

 

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

  

On October 26, 2022, Ondas entered into Amendment No. 1 to the Equity Distribution Agreement with the Sales Agent (“Amendment No. 1”). Amendment No. 1 provides for the reduction of the aggregate offering price from up to $50 million to up to $40 million of shares of its Common Stock. 

 

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

 

The ATM Shares are issued pursuant to the Prior Form S-3 and the prospectus supplement thereto dated March 22, 2022.

 

During the year ended December 31, 2022, the Company sold 864,674 ATM Shares through the Sales Agent at an average of $7.13 with the net proceeds of $6.1 million. In connection with the sale of these ATM Shares, the compensation paid by the Company to the Sales Agent was $227,118. There were no shares sold during the year ended December 31, 2023.

 

On July 11, 2023, the Company and the Sales Agent, mutually agreed to terminate the ATM Agreement. As a result, the Company suspended and terminated the prospectus related to the Company’s Common Stock issuable pursuant to the terms of the ATM Agreement, as amended (the “ATM Prospectus”). The termination of the ATM Agreement, as amended and ATM Prospectus is effective as of July 11, 2023, at which time the Company expensed the remaining deferred offering costs outstanding of $145,293 related to the ATM Agreement, as amended.

 

Stock Issued for Convertible Debt

 

The Company issued 14,028,022 shares of its Common Stock during the year ended December 31, 2023 to the lenders in lieu of cash payments for $268,987 of outstanding interest and $9,580,300 of outstanding principal on the 2022 Convertible Exchange Notes (See Note 9 – Long-term Notes Payable for further details).

 

The Company issued 415,161 shares of its Common Stock during the year ended December 31, 2022 to the lenders in lieu of cash payments for $93,147 of outstanding interest and $1,106,853 of outstanding principal on the 2022 Convertible Promissory Notes (See Note 9 – Long-term Notes Payable 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. The Black-Scholes Model is an acceptable model in accordance with U.S 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.

 

F-35

 

 

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.

 

On January 23, 2023, the Company issued warrants to purchase an aggregate of 586,440 shares of Common Stock with exercise prices ranging from $9.26 to $12.35 per share, resulting in a weighted average exercise price of $9.95 per share, as consideration in the acquisition of Airobotics.

 

On July 21, 2023 and August 11, 2023, the Company issued warrants to purchase an aggregate of 7,825,792 and 2,374,208 shares of Common Stock in Ondas Holdings, respectively, with an exercise price of $0.89 per share, in connection with the sale of redeemable preferred stock in Ondas Networks. See Note 11 – Redeemable Noncontrolling Interest.

 

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

 

   December 31,
2023		 
Stock price  $1.14-2.00 
Risk-free interest rate   4.09-4.70% 
Volatility   50.64-55.34% 
Expected life in years   0.12-5.00 
Dividend yield   0.00% 

 

A summary of our Warrants activity and related information follows:

    Number of Shares Under Warrant     Weighted Average Exercise Price     Weighted
Average
Remaining
Contractual
Life		  
Balance as of January 1, 2022     3,305,854     $ 8.53       5.20  
Expired     (1,404,052 )   $ 9.75          
Balance as of December 31, 2022     1,901,802     $ 7.63       7.47  
Granted     10,786,440     $ 1.38          
Expired     (122,150 )   $ 12.35          
Balance as of December 31, 2023     12,566,092     $ 2.22       4.71  

 

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 of the Board of the Company (the “Compensation Committee”). Subject to the provisions of the 2018 Plan, the Board and/or the Compensation 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”). As of December 31, 2023, the balance available to be issued under the 2018 Plan was 1,052,373.

   

F-36

 

 

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 “2021 Plan”). The Compensation Committee of the Board of Directors of the Company adopted the 2021 Plan on September 30, 2021, subject to stockholder approval. The purpose of the 2021 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 2021 Plan provides for the issuance of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. On October 31, 2023, stockholders of the Company approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Common Stock authorized for issuance under the 2021 Plan from 6,000,000 to 8,000,000 shares. As of December 31, 2023, the balance available to be issued under the 2021 Plan was 3,780,741.

 

Stock Options to Purchase Common Stock

 

The Company awards stock options to certain employees, directors, and consultants, which represent the right to purchase common shares on the date of exercise at a stated exercise price. Stock options granted to employees generally vest over a two to four-year period and are contingent on ongoing employment. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period. Stock options granted to consultants are subject to the attainment of pre-established performance conditions. The actual number of shares subject to the award is determined at the end of the performance period and may range from zero to 100% of the target shares granted depending upon the terms of the award. Compensation expenses related to these awards is recognized when the performance conditions are satisfied.

 

On January 23, 2023, in connection with the acquisition of Airobotics, the Company granted stock options to purchase 1,064,946 shares of Common Stock, of which 773,244 options were vested and the remaining 291,702 vest monthly through November 13, 2025. As of the January 23, 2023, the vested options had a weighted average contractual remaining life of approximately 4.39 years, an exercise price ranging from $0.49 to $224.92 per share, resulting in a weighted average exercise price of $3.94 per share, and a grant date fair value ranging from $0 to $1.48 per share. As of the January 23, 2023, the unvested options have a weighted average contractual remaining life of approximately 2.06 years, an exercise price ranging from $0.49 to $24.70 per share, resulting in a weighted average exercise price of $4.33 per share, and a grant date fair value ranging from $0 to $1.47 per share.

 

On February 9, 2023, the Compensation Committee granted an aggregate of 317,625 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.

  

On March 16, 2023, the Compensation Committee granted an aggregate of 1,793,000 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.

 

On March 16, 2023, the Compensation Committee also granted an aggregate of 31,250 stock options to purchase shares of the Company’s Common Stock to certain non-employees. 6,250 stock options vested on the grant date, and 25,000 vest on December 31, 2023. They are included in compensation expenses.

 

On November 29, 2023, the Compensation Committee granted an aggregate of 244,500 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.

 

  

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

 

   2023   2022 
Stock price  $1.24 – $2.06   $3.81 – $6.55 
Risk-free interest rate   3.61 – 4.82%    1.82 – 3.95% 
Volatility   49.83 – 58.92%    46.42 – 48.96% 
Expected life in years   0.12 – 6.25    5.80 – 6.30 
Dividend yield   0.00%    0.00% 

  

F-37

 

 

A summary of our Option activity and related information follows:

 

   Number of Shares Under Option   Weighted Average Exercise Price   Weighted
Average
Remaining
Contractual
Life		 
Balance as of January 1, 2022   687,448   $6.79    8.20 
Granted   2,094,000   $5.17      
Exercised   (31,057)  $2.09      
Forfeited   (168,105)  $2.77      
Canceled   (170,000)  $6.43      
Balance as of December 31, 2022   2,412,286   $5.77    7.58 
Granted   3,451,321   $3.63      
Exercised   (89,042)  $0.49      
Forfeited   (673,292)  $3.90      
Canceled   (246,766)  $6.03      
Balance as of December 31, 2023   4,854,507   $4.59    7.34 
Vested and Exercisable as of December 31, 2023   2,118,648   $6.62    5.19 

 

As of December 31, 2023, total unrecognized compensation expense related to non-vested Options was $1,833,389 which is expected to be recognized over a weighted-average period of 2.76 years.

 

Total stock-based compensation expense for stock options for the years ended December 31, 2023 and 2022 is as follows:

 

   Years Ended
December 31,		 
   2023   2022 
General and administrative  $343,371   $536,269 
Sales and marketing   523,798    509,789 
Research and development   223,513    720,554 
Cost of goods sold   50,341    - 
Total stock-based expense related to options  $1,141,023   $1,766,612 

  

Restricted Stock Units  

 

The Company awards Restricted Stock Units (“RSUs”) to certain employees and directors, which represent a right to receive common stock for each RSU that vests. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period.

 

On May 9, 2022, the Compensation Committee approved the grant of 13,900 RSUs to three employees. The RSUs vest in two successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment.

 

On December 19, 2022, the Compensation Committee approved the grant of 162,160 RSUs to directors. The RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter.

 

On February 9, 2023, the Compensation Committee approved the grant of 3,000 RSUs to an employee. The RSUs vest in two successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment.

 

F-38

 

 

On February 9, 2023, the Compensation Committee also approved the grant of 69,000 RSUs to three employees. The RSUs vest as follows: 20% on September 13, 2023, 40% on January 10, 2024, and 40% on February 21, 2024 and are contingent on continuing employment.

 

On July 6, 2023, the Compensation Committee approved the grant of 180,000 RSUs to three employees, which vested in July 2023.

 

On October 31, 2023, the Compensation Committee approved the grant of 473,682 RSUs to directors. The RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter.

  

A summary of our RSUs activity and related information follows:

 

   RSUs   Weighted Average Grant Date Fair Value   Weighted
Average
Vesting Period (Years)		 
Unvested balance at January 1, 2022   1,431,922   $12.12    2.5 
Granted   190,860   $2.52      
Vested   (512,755)  $8.06      
Canceled   -   $-      
Unvested balance at December 31, 2022   1,110,027   $6.89    1.52 
Granted   722,682   $0.66      
Vested   (823,143)  $5.00      
Canceled   (455,100)   7.41      
Unvested balance at December 31, 2023   554,466   $1.14    0.66 

 

As of December 31, 2023 the unrecognized compensation expense for RSUs was $170,456.

 

In 2023, three employees with RSUs separated from the Company. As part of their separation agreements, the employees were granted accelerated vesting on some of their restricted stock unit awards, which was accounted for as a modification of their awards. The result of the modification was a reversal of approximately $1,184,000 of previously recognized stock-based compensation expense during the year ended December 31, 2023. Total stock-based compensation expense for RSUs for the years ended December 31, 2023 and 2022 is as follows:

 

   Years Ended
December 31,		 
   2023   2022 
General and administrative  $(152,814)  $3,259,648 
Sales and marketing   90,899    24,632 
Research and development   (31,710)   806,543 
Total stock-based expense related to RSUs  $(93,625)  $4,090,823 

 

NOTE 11 – REDEEMABLE NONCONTROLLING INTEREST

 

On July 9, 2023, Ondas Networks entered into a Preferred Stock Purchase Agreement with an initial purchaser named therein (the “Initial Purchaser”) to purchase preferred stock of Ondas Networks, $0.00001 par value per share (the “Networks Preferred Stock”) and the issuance of warrants to purchase 10,200,000 shares of Ondas Holdings (the “Original Networks Agreement”).

 

F-39

 

 

The Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $34.955 per share (the “2023 Original Issue Price”). Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the 2023 Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock (as defined below) as is determined by dividing the 2023 Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $34.955. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. The Networks Preferred Stock can be redeemed at the request of the holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Networks Preferred Stock was converted into Networks Common Stock as described above.

 

On July 21, 2023, Ondas Networks entered into a certain Amendment to Preferred Stock Purchase Agreement (the “Networks Amendment,” together with the Original Networks Agreement, the “2023 Networks Agreement”). Pursuant to the Networks Amendment, in exchange for an initial sale of shares of Networks Preferred Stock, the Initial Purchaser acquired the following (the “Initial Networks Closing”), for gross proceeds to Ondas Networks of $11,508,517: (i) 329,238 shares of Networks Preferred Stock, at a purchase price of $34.955 per share (the “Per Share Price”), convertible into shares of Common Stock of Ondas Networks, $0.00001 par value per share (the “Networks Common Stock”) and (ii) warrants to purchase 7,825,792 shares of the Company Common Stock, at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Initial Warrants”). Also, pursuant to the Networks Amendment, the Initial Purchaser agreed to purchase, and Ondas Networks agreed to sell and issue to the Initial Purchaser, an additional 99,885 shares of Networks Preferred Stock, at the Per Share Price (the “Second Initial Purchaser Closing”) and warrants to purchase 2,374,208 shares of Company Common Stock, at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Second Initial Purchaser Warrants”), within thirty days of the Initial Networks Closing.

 

Ondas Networks will use the proceeds from the sale of the Networks Preferred Stock for working capital and other general corporate purposes, including fees related to the transactions contemplated by the 2023 Networks Agreement. No portion of the proceeds will be distributed to the Company.

 

Also on July 21, 2023, Ondas Networks completed the Initial Networks Closing. In connection with the Initial Networks Closing, the Company issued the Initial Warrants. Also, in connection with the Initial Closing, the parties entered into an indemnification agreement, investors’ rights agreement, right of first refusal agreement, and voting agreement. Forms of each of these agreements are attached to Exhibit 10.1 to Form 8-K filed on July 28, 2023.

  

On August 11, 2023, Ondas Networks completed the Second Initial Purchaser Closing. In connection with the Second Initial Purchaser Closing, the Company issued Second Initial Purchaser Warrants. Following the Second Initial Purchaser Closing, the Initial Purchaser has invested an aggregate of $15.0 million and owns a minority interest of approximately 28% of Ondas Networks.

 

The Company assessed the Networks Preferred Stock in accordance with ASC 480 and determined that it should be recorded as temporary equity and not as a liability. The initial valuation was assigned to the Networks Preferred Stock and the Initial Warrants and Second Initial Purchaser Warrants on relative fair values, with the initial valuation of the noncontrolling interest being $10,406,949 and warrants being $4,593,051. It is being accreted using the effective interest rate method over the five-year period to achieve the redemption value of $30,000,000 plus accrued dividends. The Company recorded accrued dividends of $512,207 and accretion of $1,001,538 for the year ended December 31, 2023.

 

F-40

 

 

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 Ondas Autonomous Systems, which only includes the results of American Robotics for the year ended December 31, 2022, as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. The following table presents segment information for years ended December 31, 2023 and 2022: 

 

   Year Ended   Year Ended 
   December 31, 2023   December 31, 2022 
   Ondas
Networks		   Ondas
Autonomous
Systems		   Total   Ondas
Networks		   Ondas
Autonomous
Systems		   Total 
Revenue, net  $6,722,230   $8,969,200   $15,691,430   $1,931,677   $194,140   $2,125,817 
Depreciation and amortization   142,866    4,849,059    4,991,925    142,635    3,876,913    4,019,548 
Interest income   119,200    4,674    123,874    12,771    12,771    25,542 
Interest expense   2,106,416    2,048,343    4,154,759    1,888,349    1,873,349    3,761,698 
Stock based compensation   1,111,256    (63,858)   1,047,398    1,188,217    4,669,218    5,857,435 
Goodwill impairment   -    -    -    -    19,419,600    19,419,600 
Benefit from income taxes   -    -    -    -    -    - 
Net loss   (17,285,494)   (27,559,378)   (44,844,872)   (14,361,407)   (58,880,398)   (73,241,805)
Goodwill   -    27,751,921    27,751,921    -    25,606,983    25,606,983 
Capital expenditure   79,208    131,827    211,035    97,853    2,783,047    2,880,900 
Total assets   19,272,162    72,892,520    92,164,682    34,227,117    63,718,128    97,945,245 

 

NOTE 13 – INCOME TAXES

 

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

 

    December 31, 
    2023    2022 
Current          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 
Deferred          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 
Total          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 

 

F-41

 

 

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, 
   2023   2022 
Deferred Tax Assets:        
Tax benefit of net operating loss carry-forward  $62,608,641   $27,478,875 
Accrued liabilities   336,802    96,363 
Stock based compensation   223,047    949,089 
Depreciation   183,361    91,639 
Inventory reserve   29,962    27,321 
Investment impairment   448,289    - 
Operating lease liabilities   1,910,688    827,607 
R&D capitalization   8,793,631    5,683,784 
R&D credit   751,488    751,488 
Other   1,446,535    - 
Total deferred tax assets   76,732,444    35,906,166 
           
Deferred Tax Liabilities:          
Amortization   -    (3,078)
Intangibles   (6,450,630)   (5,885,385)
Deferred rent   (1,379,646)   (798,745)
Total deferred tax liabilities   (7,830,276)   (6,687,208)
Total net deferred tax assets   68,902,168    29,218,958 
Valuation allowance for deferred tax assets   (68,902,168)   (29,218,958)
Deferred tax assets, net of valuation allowance  $-   $- 

 

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

 

   Years Ended
December 31,		 
   2023   2022 
         
Beginning of the year  $29,218,958   $14,528,920 
Change in valuation account   39,683,210    14,690,038 
End of the year  $68,902,168   $29,218,958 

 

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

 

    Years Ended
December 31,		  
    2023     2022  
U.S. federal statutory rate     (21.0 )%     (21.0 )%
Federal true ups     0.88 %     0.40 %
State taxes, net of federal benefit     (4.86 )%     (7.61 )%
Change in valuation allowance     24.24 %     20.06 %
Goodwill Impairment     - %     5.57 %
Stock compensation    
0.94
 %     2.02 %
Foreign rate differential     (0.35 )%     - %
Nondeductible expenses     0.06 %     0.56 %
Effective income tax rate     - %     - %

 

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.

 

Effective with the issuance of redeemable preferred stock on July 21, 2023, Ondas Networks will not be a member of the Company consolidated US tax filing.

 

F-42

 

 

As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had Federal NOLs of approximately $1 million and $15 million generated in 2007 to 2017 which will begin to expire in 2027 through 2037. Additionally, as of December 31, 2023 and December 31, 2022, the Company and Ondas Networks, respectively, had Federal NOLs of $59 million and $50 million, and of $42 million and $44 million, generated in 2018 through 2023 that have no expiration. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had State NOLs available to offset future taxable income of $43 million and $92 million, and of $35 million and $72 million expiring from 2038 through 2043. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had approximately $0 and $752,000, and $0 and $752,000, of Federal research and development credits available to offset future tax liability expiring from 2038 through 2040. As of December 31, 2023 and December 31, 2022, the Company had approximately $127 million and $0 of Israeli NOL’s. The Company’s Federal income tax returns for the 2020 to 2022 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. The Company’s Israeli income tax returns for the 2019 to 2022 tax years 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, 2023, 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. 

 

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, 2023.

 

NOTE 15 – RELATED PARTY TRANSACTIONS

  

The Company had a long-term equity investment in Dynam with a carrying value of $0 and $1,500,000 as of December 31, 2023 and December 31, 2022, respectively. See Note 7 – Long-Term Equity Investment. Our CEO and President Eric Brock was a director of Dynam. Another director of the Company has invested an aggregate of $25,000 in Dynam as of December 31, 2023.

 

In addition to the equity investment, the Company paid Dynam for services of $0 and $2,026,400 during the years ended December 31, 2023 and 2022, respectively.

  

As of December 31, 2023 and 2022, the Company owed $22,500 and $359,159 to independent directors, respectively, related to accrued compensation and proceeds from sale of Common Stock, which is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

 

F-43

 

 

NOTE 16 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events as of April 1, 2024, the date the Consolidated Financial Statements were available to be issued according to the requirements of ASC Topic 855.

 

American Robotics Sublease Agreement

 

On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease.

 

Establishment of Ondas Autonomous Holdings Inc.

 

On February 26, 2024, we issued a press release announcing that we have established OAH, as a new, wholly owned subsidiary. The newly created OAH is an intermediate holding company which now wholly-owns the Company’s subsidiaries American Robotics and Airobotics. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.

 

Voluntary Delisting on the Tel Aviv Stock Exchange

 

On February 8, 2024, the Company took steps to voluntarily delist the Company’s Common Stock from trading on TASE. Pursuant to Israeli law, the delisting of the Company’s Common Stock is expected to take effect three months following the date of the Company’s request to the TASE to delist the Company’s Common Stock, which occurred on February 8, 2024. The Company’s Common Stock will continue to be listed for trading on Nasdaq, and all of the shares traded on TASE are expected to be transferred to Nasdaq where they can continue to be traded.

 

Sale of Common Stock in Ondas Holdings

 

On February 26, 2024, the Company entered into a Securities Purchase Agreement (the “Ondas Agreement”) with certain purchasers named therein (the “Ondas Purchasers”) for the purchase and sale of (i) an aggregate of 3,616,071 shares (the “Holdings Shares”) of Common Stock and (ii) warrants to purchase an aggregate of 3,616,071 shares of OAH’s common stock $0.0001 par value per share, at an exercise price of $1.29 and exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “OAH Warrants,” and together with the Holdings Shares, the “Ondas Offering Securities”), for gross proceeds of approximately $4.1 million (the “Ondas Offering”). The purchase price paid by the Ondas Purchasers for the Holdings Shares was $1.12 per share.

 

The Ondas Offering was consummated on February 26, 2024. The Holdings Shares were offered and sold, and were issued, pursuant to the Prospectus Supplement, dated February 26, 2024, to the Prospectus included in the New Form S-3. The Company intends to use the net proceeds from the sale of the Ondas Offering Securities for general working capital purposes. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.

 

Preferred Stock Investment in Ondas Networks

 

On February 26, 2024, Ondas Networks entered into a Preferred Stock Purchase Agreement (the “Networks Agreement”) for an investment of $4.50 million in Ondas Networks (the “Networks Offering,” and together with the Ondas Offering, the “Offerings”). The Networks Agreement was entered into with the purchasers named therein (the “Networks Purchasers”) for the sale of shares of preferred stock for a purchase of $4.50 million. The Networks Offering was consummated on February 26, 2024.

 

Pursuant to the Networks Agreement, the Networks Purchasers would acquire the following in the Networks Offering for gross proceeds to Ondas Networks of $4.5 million: (i) 108,925 shares of preferred stock of Networks Preferred Stock, at a purchase price of $41.3104 per share (the “Per Share Price”), convertible into shares of Common Stock, $0.00001 par value per share of Networks Common Stock and (ii) warrants to purchase 3,015,000 shares of the Company’s Common Stock, at an exercise price of $1.26 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Holdings Warrants,” and together with the Networks Preferred Stock, the “Networks Offering Securities”).

 

F-44

 

 

The Networks Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $41.3104 per share (the “Original Issue Price”). Dividends shall be payable only when, as, and if declared by the board of directors of Ondas Networks and Ondas Networks shall be under no obligation to pay such dividends. Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $41.3104. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. The Networks Preferred Stock can be redeemed as the request of the Holder at any time after the fifth anniversary for the greater of the initial investment plus accrued dividends or the amount that would be due if the Networks Preferred Stock was converted into Networks Common Stock as described above.

 

Pursuant to the Networks Agreement, the Company entered into a registration rights agreement with the purchasers to register the resale of the Company’s Common Stock underlying the Holdings Warrants pursuant to a registration statement to be filed no later 180 days following the closing of the Networks Offering. Also, pursuant to the Networks Agreement, the Networks Purchasers became parties to those certain investors’ rights agreement, right of first refusal agreement, and voting agreement, dated July 21, 2023.

 

Ondas Networks will use the proceeds from the sale of the Networks Offering Securities to immediately redeem an amount of shares of Networks Common Stock at the Per Share Price held by the Company that is equivalent to the amount of proceeds raised in the sale of the Networks Offering Securities.

 

The issuance of the OAH Warrants and Networks Offering Securities were exempt from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Ondas Purchasers and Networks Purchasers that it was an “accredited investor” (as defined under Rule 501 of Regulation D) and that it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the OAH Warrants and Networks Offering Securities. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.

 

Agreement and Waiver

 

As previously disclosed, on October 28, 2022, the Company issued the 2022 Convertible Promissory Notes, pursuant to a Purchase Agreement by and between the Company and selected institutional investors (the “Investor”), as amended by the Amended SPA and the Agreement and Waiver. The 2022 Convertible Promissory Notes were convertible into shares of the Company’s Common Stock and were subsequently exchanged by the Company, on a dollar-for-dollar basis, into the 2022 Convertible Exchange Notes. The 2022 Convertible Exchange Notes have a maturity date of April 28, 2025. On July 25, 2023, the Company issued the Additional Notes.

 

On February 23, 2024, the Company and the Investor entered into an Agreement and Waiver (the “Waiver”) with respect to certain terms of the Notes. Pursuant to the Waiver, the Company and the Investor agreed that:

 

●the Investor shall waive Section 4(q) of the SPA, solely with respect to the Offerings;

 

●the Investor shall waive any right to adjust the Conversion Price (as defined in the Notes) of the Notes pursuant to Section 7 of the Notes and any Additional Notes that may be issued from time as a result of the consummation of all or any portion of the Offerings; and

 

●the Investor shall waive any applicable provisions of the SPA or the Notes, including, without limitation, Section 13(f) of the Notes, Section 5(a) of the Notes, and Section 4(m)(iii) of the Purchase Agreement (but, in the case of Section 4(m)(iii) and in the interest of clarity, only with respect to issuances of securities of Networks) such that the Company or any of its subsidiaries, including any “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (“Company Subsidiaries” and each a “Company Subsidiary”) may, directly or indirectly, including through Affiliates (as defined in the Notes) or otherwise, in one or more transactions (including pursuant to a merger), sell, assign, transfer, convey or otherwise dispose of (x) any of (including all or substantially all of) the properties or assets of Networks, or (y) any equity interests (including a controlling equity interest) in Networks, in each case as would otherwise have required the affirmative consent or approval of Investor but for this waiver (each a “Waiver Transaction”), provided that, as consideration for any Waiver Transaction, the Company receives (whether directly or via a distribution from a Company Subsidiary) an amount in cash equal to no less than 125% of the principal and interest under the Notes and any Additional Notes then outstanding as of the date Company gives written notice to Investor of such Waiver Transaction.

 

F-45

 

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

 

None.

 

Item 9A. Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that as of the period ended December 31, 2023 the Company’s disclosure controls and procedures were effective.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

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

 

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

 

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of this evaluation, our senior management has concluded that the Company’s controls over financial reporting were effective for the period ended December 31, 2023.

 

Changes in Internal Control Over Financial Reporting

 

Except for the controls added as a result of acquiring and integrating Airobotics, and incorporating Airobotics operations into our overall internal control structure, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

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

 

Item 9B. Other Information.

 

None.

 

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

 

Not applicable.

 

54

 

 

PART III

 

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

 

Directors and Executive Officers

 

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

 

Name   Age    Position
Eric A. Brock   53   Chairman and Chief Executive Officer
Yishay Curelaru   41   Chief Financial Officer, Treasurer and Secretary
Richard M. Cohen   73   Director
Joseph Popolo   57   Director
Randall P. Seidl   60   Director
Jaspreet Sood   50   Director

 

Family Relationships

 

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

 

Business Experience of Directors and Executive Officers

 

Information About Our Executive Officers

 

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

 

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

 

55

 

 

Yishay Curelaru – Chief Financial Officer, Treasurer and Secretary

 

Mr. Curelaru was appointed our Chief Financial Officer, Treasurer and Secretary on September 18, 2023. On October 9, 2023, due to being drafted by the Israeli army, Mr. Curelaru temporarily stepped down as Chief Financial Officer and was re-appointed on January 22, 2024. Mr. Curelaru has served as Chief Financial Officer for Airobotics since February 2021 and has led the financial management of the Ondas Autonomous Systems (“OAS”) business unit since the acquisition of Airobotics, which closed in January 2023. Since joining Airobotics in 2018, Mr. Curelaru led multiple financings which included an initial public offering in Tel Aviv in September 2021. Prior to that, he served as Chief Financial Officer of Israeli-based On Track Innovations (“OTI”), a Nasdaq-listed company, from 2015 to 2022, when it was acquired by Nayax Ltd. (Nasdaq: NYAX). He previously served as Senior Controller and Deputy Chief Fincnial Officer of OTI from 2013 to 2015. Prior to that, he was a Senior CPA at PricewarwehouseCoopers Israel where he began his career, from 2011 to 2013. Mr. Curelaru graduated from Ben-Gurion University with a B.A. in Economics, with a major in Accounting.

 

Non-Management Directors

 

Richard M. Cohen - Director

 

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

 

Joseph Popolo – Director

 

Mr. Popolo was appointed as one of our directors on March 27, 2024. Mr. Popolo serves as the CEO of Charles & Potomac Capital, LLC, a private investment firm he founded in 2014 to focus on investments in technology, healthcare, media, energy, and real estate. From 1997 to 2019, Mr. Popolo helped transform the Freeman Company (“Freeman”) into the world’s leading live event and brand experience company. As its President for eight years and CEO for 11 years, he and his team transformed Freeman and tripled it in size to $3 billion in revenue, expanding Freeman into new services and geographic markets, while leading 7,500 employees in 25 cities on four continents. Responsible for over $1.5 billion in M&A activity over his career, in 2019, Mr. Popolo led the team that marketed and sold Freeman’s Encore Event Technology subsidiary to Blackstone, creating the world’s largest-venue-based audio-visual company. Currently, Mr. Popolo is Chairman of the board of Pinnacle Live, LLC and a board member of Ondas Networks, and sits on the advisory boards of the Jordan Edmiston Group Inc., Samesurf Inc., and Advisory Research Inc. Mr. Popolo graduated from Boston College with a BS in Finance and from the University of Chicago Booth School of Business with an MBA in Finance and Economics, subsequently receiving a Dean’s Award of Distinction from the Booth School of Business in 1997. Mr. Popolo graduated from Boston College with a BS in Finance and from the University of Chicago Booth School of Business with an MBA in Finance and Economics, subsequently receiving a Dean’s Award of Distinction from the Booth School of Business in 1997. Mr. Popolo is active with other charitable and philanthropic organizations. We believe Mr. Popolo’s experience in senior leadership positions at companies and his board experience makes him well-qualified to serve on our board of directors.

 

Randall P. Seidl - Director

 

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

 

56

 

 

Jaspreet (Jas) Sood – Director

 

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

 

Other Directorships

 

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

 

Committees of the Board

 

Audit Committee

 

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

 

  ● overseeing the accounting and financial reporting processes of the Company, internal systems of control of the Company and audits of the Company’s Consolidated Financial Statements;

 

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

 

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

 

  ● overseeing the Code of Conduct (as defined below); and

 

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

 

57

 

 

Compensation Committee

 

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

 

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

 

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

 

  ● administering the Company’s equity compensation plans.

 

Nominating and Corporate Governance Committee

 

The nominating and corporate governance committee of the Board (the “Nominating Committee”) consists of three independent directors, Messrs. Cohen and Seidl, and Ms. Sood. Mr. Cohen is the chairman of the Nominating Committee.

 

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

 

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

 

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

 

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

 

  ● overseeing the evaluation of the Board and management;

 

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

 

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

 

Code of Business Conduct and Ethics and Committee Charters

 

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

 

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

 

58

 

 

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

 

Delinquent Section 16(a) Reports

 

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

 

Based solely on our review of these reports filed by the Company’s officers, directors and shareholders, and written representations from our executive officers and directors that they filed such reports, we believe that our officers, directors, and shareholders complied with all filing requirements under Section 16(a) of the Exchange Act on a timely basis during fiscal year 2023, except Mr. Seidl and Ms. Sood untimely filed a Form 4 to report the delivery of shares underlying restricted stock units and the delivery of shares underlying restricted stock units, and Mr. Cohen untimely filed a Form 4 to report the delivery of restricted stock units.

 

Item 11. Executive Compensation.

 

Summary Compensation Table

 

The following table provides the compensation earned by our principal executive officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended December 31, 2023 and 2022.

 

Name and Principal Position  Year   Salary
($)		   Bonus
($)		   Stock
Awards
($)		   Option
Awards
($)		   Non-Equity
Incentive
Plan
Compensation ($)		   Nonqualified
Deferred
Compensation
Earnings
($)		   All Other
Compensation
($)		   Total
($)		 
Eric A. Brock (1)  2023   $200,000   $-   $-   $-   $              -   $             -   $22,318   $222,318 
(CEO)  2022   $200,000   $-   $-   $-   $-   $-   $28,451   $228,451 
                                             
Yishay Curelaru (2)
 (CFO, Treasurer and Secretary)		  2023   $171,181   $55,025   $-   $288,750   $-   $-   $72,113   $587,069 
                                             
Derek Reisfield (3)  2023   $143,205   $-   $71,411   $-   $-   $-   $108,956   $323,572 
(Former CFO, Treasurer and Secretary)  2022   $200,000   $-   $-   $332,800   $-   $-   $37,847   $570,287 
                                             
Reese Mozer (4)
 (Former President)		  2023   $97,500   $-   $-   $51,500   $-   $-   $1,646   $150,646 

 

(1)Mr. Brock’s All Other Compensation for 2023 and 2022 includes health insurance premiums paid on Mr. Brock’s behalf.

 

(2) Mr. Curelaru was appointed   as Chief Financial Officer, Treasurer and Secretary of the Company on September 19, 2023. On October 9, 2023, due to being drafted by the Israeli army, Mr. Curelaru temporarily stepped down as Chief Financial Officer and was re-appointed on January 22, 2024. All Other Compensation for 2023 includes post-employment benefits paid on Mr. Curelaru’s behalf totaling $42,727 and other fringe benefits totaling $29,386.

 

59

 

 

(3) Mr. Reisfield served as President, Chief Financial Officer, Treasurer and Secretary of the Company from December 10, 2021 to February 9, 2023 and continued to serve as Chief Financial Officer, Treasurer and Secretary of the Company until September 18, 2023. Of the $71,411 of Stock Awards in 2023, Mr. Reisfield forfeited $57,129 due to his termination. Of the $332,800 of Option Awards in 2022, Mr. Reisfield forfeited $166,400 due to his termination. All Other Compensation for 2023 includes severance totaling $56,923, accrued vacation payout totaling $22,713, health insurance premiums paid on Mr. Reisfield’s behalf totaling $21,820 and employer matching of 401(k) totaling $7,500. All Other Compensation for 2022 includes health insurance premiums paid on Mr. Reisfield’s behalf totaling $27,487 and employer matching of 401(k) totaling $10,000.
   
(4) Mr. Mozer served as President of the Company from February 9, 2023 to June 8, 2023. Due to his resignation, Mr. Mozer forfeited all $51,500 of Option Awards in 2023. All Other Compensation for 2023 includes health insurance premiums paid on Mr. Mozer’s behalf totaling $1,646.

 

Outstanding Equity Awards at Fiscal Year End

 

The following table provides the outstanding equity awards for our principal executive officer and other executive officers as of the year ended December 31, 2023 and 2022.

 

   Option Awards
Name and Principal Position  Grant Date  Number of
securities
underlying
unexercised
options
(#)
exercisable		   Number of
securities
underlying
unexercised
options
(#)
unexercisable		   Equity
incentive plan
awards:
Number of
securities
underlying
unexercised
unearned
options
(#)		   Option
exercise
price
($)		   Option
expiration
date		 
Eric A. Brock (1)  -   -    -    -    -    - 
(CEO)                            
                             
Yishay Curelaru  11/21/2018   349    -    -   $0.4356    11/21/2028 
(CFO, Treasurer and Secretary)  07/26/2020   6,565    -    -   $0.4356    07/26/2030 
  01/25/2021   28,915    -    -   $0.4356    05/07/2030 
   09/13/2021   17,614    -    -   $0.4356    09/13/2031 
   09/13/2021   14,510    11,285(2)   -   $21.9984    09/13/2031 
   09/13/2021   29,020    22,571(3)   -   $10.9992    09/13/2031 
   03/16/2021   -    375,000(4)   -   $1.46    03/16/2033 
                             
Derek Reisfield  01/25/2021   30,000    -    -   $12.72    01/25/2031 
(Former CFO, Treasurer and Secretary)  02/07/2022   80,000(5)        -   $4.78    02/07/2032 
                             
Reese Mozer
(Former President)		  02/07/2022   50,000(6)        -   $4.78    02/07/2032 

 

(1) As of December 31, 2023, Mr. Brock had no outstanding equity awards.
   
(2) The stock option vests in sixteen equal quarterly installments with the first vesting date commencing on December 13, 2021.
   
(3) The stock option vests in sixteen equal quarterly installments with the first vesting date commencing on December 13, 2021.
   
(4) The stock option vests (i) 25% on March 16, 2024 and (ii) the remaining 75% in thirty-six equal monthly installments thereafter.
   
(5) The stock option vested in two successive equal annual installments with the first vesting date commencing on the first anniversary of the grant date. Due to Mr. Reisfield’s service as Chief Executive Officer, Treasurer and Secretary of the Company ended on September 18, 2023, the remaining unvested 80,000 shares underlying the stock option were forfeited.
   
(6) The stock option vested in two successive equal annual installments with the first vesting date commencing on the first anniversary of the grant date. Due to Mr. Mozer’s service as President of the Company ended on June 8, 2023, the remaining unvested 50,000 shares underlying the stock option were forfeited.

 

60

 

 

Employment Agreements with Executive Officers

 

Eric Brock

 

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

 

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

 

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

 

Yishay Curelaru

 

Yishay Curelaru serves as our Chief Financial Officer, Treasurer and Secretary pursuant to an employment agreement entered into on November 28, 2017 by and between Mr. Curelaru and Airobotics, as amended on February 15, 2023 and September 27, 2023 (the “Curelaru Agreement”). The Curelaru Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Curelaru Agreement, Mr. Curelaru will receive an initial salary of NIS 720,000 (approximately $188,981 USD) per annum and a limit on the education fund of Mr. Curelaru’s gross salary amount, subject to annual review by our Board. Mr. Curelaru is eligible to participate in benefit plans generally available to our employees.

 

Mr. Curelaru is entitled to severance compensation from the Company if his employment is terminated (i) without cause or (ii) due to “constructive termination” or (iii) due to disability, with these causes of termination being defined in the Curelaru Agreement. The severance compensation would consist of continued payment of the executive base salary and benefits as follows: (i) for a period of six (6) months following Mr. Curelaru’s separation. If Mr. Curelaru is eligible to receive disability payments pursuant to a disability insurance policy paid for by Airobotics, Mr. Curelaru shall assign such benefits to Airobotics for all periods as to which Mr. Curelaru is receiving payment under Curelaru Agreement.

 

Derek Reisfield

 

Derek Reisfield served as our Chief Financial Officer, Secretary and Treasurer from December 10, 2021 to September 18, 2023 pursuant to an employment agreement entered into on December 10, 2021 (the “Reisfield Agreement”). The Reisfield Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Reisfield Agreement, Mr. Reisfield will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Reisfield is eligible to participate in benefit plans generally available to our employees. As part of the terms of the Reisfield Agreement, Mr. Reisfield entered into an Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Supplemental Agreement”). As part of the Supplemental Agreement, Mr. Reisfield agreed (i) not to engage in Competitive Business (as defined in the Supplemental Agreement) during his term of employment with us and for a period of 12 months following termination; (ii) not to disclose Confidential Information (as defined in the Supplemental Agreement), subject to certain customary carve-outs; and (iii) to assign to the Company any Intellectual Property (as defined in the Supplemental Agreement) developed using the Company’s resources or related to the Company’s business within the scope of and during the period of employment.

 

61

 

 

Mr. Reisfield’s service as the Company’s Chief Financial Officer, Treasurer and Secretary ended on September 18, 2023. Mr. Reisfield received severance compensation of (i) accrued and vested benefits, and (ii) continued payment of the his base salary and benefits for six (6) months following Mr. Reisfield’s separation.

 

Reese Mozer

 

Reese Mozer served as our President from February 9, 2023 to June 8, 2023 pursuant to an employment agreement entered into on August 5, 2021 (the “Mozer Agreement”). The Mozer Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Mozer Agreement, Mr. Mozer will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Mozer is eligible to participate in benefit plans generally available to our employees. As part of the terms of the Mozer Agreement, Mr. Mozer entered into an Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Supplemental Agreement”). As part of the Supplemental Agreement, Mr. Mozer agreed (i) not to engage in Competitive Business (as defined in the Supplemental Agreement) during his term of employment with us and for a period of 12 months following termination; (ii) not to disclose Confidential Information (as defined in the Supplemental Agreement), subject to certain customary carve-outs; and (iii) to assign to the Company any Intellectual Property (as defined in the Supplemental Agreement) developed using the Company’s resources or related to the Company’s business within the scope of and during the period of employment.

 

Mr. Mozer’s service as the Company’s President ended on June 8, 2023. In connection with Mr. Mozer’s resignation, the Company and Mr. Mozer entered into a Separation and General Release Agreement, dated June 8, 2023 (the “Release Agreement”). Pursuant to the Release Agreement, among other things, the Company waived and agreed not to enforce the non-competition covenant contained in the Supplemental Agreement, to the extent it restricts Mr. Mozer from engaging in the long range cargo drones business and permitted the vesting of 275,000 of the remaining 550,000 unvested restricted stock units held by Mr. Mozer pursuant to the Restricted Stock Unit Agreement, dated August 5, 2021, and includes a general release of claims by Mr. Mozer and a limited release of claims by the Company.

 

Director Compensation

 

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

 

Name  Fees
Earned
or
Paid in
Cash
($)		   Stock
awards
($)(1)		   Option
awards
($)(1)		   Non-equity
incentive
plan
compensation
($)		   Nonqualified
deferred
compensation
earnings
($)		   All other
compensation
($)		   Total
($)		 
Thomas V. Bushey   10,000    -       -         -         -          -    10,000 
Richard M. Cohen   22,000    157,894    -    -    -    -    179,894 
Randall P. Seidl   18,000    157,894    -    -    -    -    175,894 
Richard H. Silverman   10,000    -    -    -    -    -    10,000 
Jaspreet Sood   10,000    157,894    -    -    -    -    167,894 

 

(1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with FASB ASC Topic 718. For additional information related to the measurement of stock-based compensation awards, see Note 10 of the accompanying Consolidated Financial Statements.

 

62

 

 

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

 

Beneficial Security Ownership Table 

 

As of March 27, 2024, the following table sets forth certain information with respect to the beneficial ownership of our Common Stock by (i) each stockholder known by us to be the beneficial owner of more than five percent (5%) of our Common Stock, (ii) by each of our current executive officers and directors as identified herein, and (iii) all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock, options, restricted stock units, and common stock purchase warrants (“Warrants”) that are currently exercisable or convertible into shares of our common stock within sixty (60) days of the date of this document, are deemed to be outstanding and to be beneficially owned by the person holding such securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, the address for all officers and directors listed below is 53 Brigham Street, Unit 4, Marlborough, MA 01752.

 

Name  Amount and
Nature of
Beneficial
Ownership(1)		   Percent of
Class		 
Directors and Executive Officers        
Eric A. Brock (Chairman of the Board and Chief Executive Officer) (2)   1,891,206    2.88%
Yishay Curelaru (Chief Financial Officer, Treas. and Sec.) (3)   209,842    * 
Richard M. Cohen (Director) (4)   161,940    * 
Joseph Popolo (Director)(5)   14,834,989    19.54%
Randall P. Seidl (Director) (6)   122,222    * 
Jaspreet Sood (Director) (7)   120,950    * 
All Executive Officers & Directors as a Group (6 persons) (8)   17,341,149    22.76%
5% or Greater Stockholders          
Energy Capital, LLC(9)   5,092,248    7.77%
Charles & Potomac Capital, LLC(10)   13,550,744    17.85%

 

* Represents beneficial ownership of less than 1%.

 

(1) Unless otherwise noted, we believe that all shares are beneficially owned and that all persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them. Applicable percentage of ownership is based on 65,564,484 shares of common stock currently outstanding, as adjusted for each stockholder.

 

(2) Mr. Brock exercises sole voting and dispositive power over the 1,891,206 shares of common stock.

 

(3) Mr. Curelaru exercises sole voting and dispositive power over 672 shares of common stock, 193,546 shares of common stock issuable upon exercise of options, and 15,624 shares of common stock issuable upon the vesting and exercise of options.

 

(4) Mr. Cohen exercises sole voting and dispositive power over 52,993 shares of common stock, 30,000 shares of common stock issuable upon exercise of an option, 39,474 shares of common stock issuable upon the vesting of RSUs, and 39,473 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(5) Mr. Popolo has indirect beneficial ownership of the shares of our common stock beneficially owned by Charles & Potomac Capital, LLC (“C&P”) as a result of being its chief executive officer and the sole control person of CFO Fund GenPar, LLC (“CFO Fund”), the managing member of C&P. Also, Mr. Popolo exercises sole voting and dispositive power over 1,284,245 shares of common stock.

 

(6) Mr. Seidl exercises sole voting and dispositive power over 43,275 shares of common stock, 39,474 shares of common stock issuable upon the vesting of RSUs, and 39,473 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(7) Ms. Sood exercises sole voting and dispositive power over 42,003 shares of common stock, 39,474 shares of common stock issuable upon the vesting of RSUs, and 39,473 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(8) Includes 239,170 shares of common stock issuable upon exercise of options, 10,367,500 shares of common stock issuable upon the exercise of warrants, 118,422 shares of common stock issuable upon vesting of RSUs, and 118,419 shares of common stock underlying RSUs that have vested and are pending delivery.

 

(9) Based on Amendment No. 1 to Schedule 13D filed on January 27, 2020, the address for Energy Capital, LLC (“Energy Capital”) is 3899 Maple Avenue, Suite 100, Dallas, Texas 75219. Joseph Popolo is the sole owner of Energy Capital and exercises sole voting and dispositive power over the 5,092,248 shares of common stock.

 

(10) Based on Amendment No. 2 to Schedule 13D filed on February 28, 2024, the address for C&P is Commonwealth Hall at Old Parkland, 3899 Maple Avenue, Suite 100, Dallas, Texas 75219. CFO Fund is the Managing Member of C&P. Joseph Popolo is the chief executive officer of C&P and the sole control person of CFO Fund. Mr. Popolo exercises shared voting and dispositive power over the 3,183,244 shares of common stock and 10,367,500 shares of common stock issuable upon exercise of warrants.

 

63

 

 

Equity Compensation Plan Information

 

The following table summarizes the equity compensation plans under which our securities may be issued as of December 31, 2023.

 

Plan Category  Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants
and rights		  

Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights

   Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans		 
Equity compensation plans approved by security holders:               
2018 Incentive Stock Plan (1)   546,120   $1.40    1,052,373 
2021 Incentive Stock Plan (2)   3,897,986   $1.81    3,780,741 
Equity compensation plans not approved by security holders   -    -    - 

 

(1) The 2018 Incentive Stock Plan was approved by stockholders in September 2018. The number of securities to be issued upon exercise of outstanding options, warrants and rights consist of 500,286 shares underlying outstanding options and 45,834 shares underlying outstanding restricted stock units granted pursuant to the 2018 Incentive Stock Plan.

 

(2) The 2021 Incentive Stock Plan was approved by stockholders in November 2021. On October 31, 2023, stockholders of the Company approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Common Stock authorized for issuance under the 2021 Plan from 6,000,000 to 8,000,000 shares. The number of securities to be issued upon exercise of outstanding options, warrants and rights consist of 3,389,354 shares underlying outstanding options and 508,632 shares underlying outstanding restricted stock units granted pursuant to the 2021 Incentive Stock Plan.

 

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

 

Related Party Transactions Policy

 

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

 

Related Party Transactions

 

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

 

We have been a party to the following transactions since January 1, 2022, in which the amount exceeded or will exceed $120,000 and in which any current director, executive officer, holder of more than 5% of our capital stock, or any member of the immediate family of the foregoing, had or will have a material interest.

 

July 2023 Offering

 

On July 21, 2023, Ondas Networks completed the first tranche of a private placement with Stage 1 Growth Fund LLC (Series WAVE, Class A) (the “SPV”), with respect to the sale of (i) 329,238 shares of Networks Preferred Stock, at a purchase price of $34.955 per share, convertible into shares of Networks Common Stock and (ii) warrants to purchase 7,825,792 shares of the Company Common Stock, at an exercise price of $0.89 per share for gross proceeds to Ondas Networks of $11,508,517 (the “2023 Private Placement”).

 

On August 14, 2023, Ondas Networks completed the second tranche of the 2023 Private Placement with SPV, with respect to the sale of an additional (i) 99,885 shares of Networks Preferred Stock, at a purchase price of $34.955 per share, convertible into shares of Networks Common Stock and (ii) warrants to purchase 2,374,208 shares of the Company Common Stock, at an exercise price of $0.89 per share for gross proceeds to Ondas Networks of an additional $3,491,483. Charles & Potomac Capital, LLC (“C&P”) is the proxy for the members of the SPV, and the manager of the SPV must act in accordance with C&P’s direction with respect to exercise and voting of the issuer’s securities and derivative securities held by the SPV. Joseph Popolo, a director of the Company, is the sole control person of C&P.

 

64

 

 

February 2024 Offerings

 

On February 26, 2024, Ondas Networks completed a private placement with certain purchasers with respect to the sale of (i) 108,925 shares of preferred stock of Networks Preferred Stock, at a purchase price of $41.3104 per share convertible into shares of Networks Common Stock and (ii) warrants to purchase 3,015,000 shares of the Company’s Common Stock, at an exercise price of $1.26 per share for gross proceeds to Ondas Networks of $4,500,000 (the “2024 Private Placement”). In connection with the 2024 Private Placement, C&P paid $250,000 for 6,051 shares of Networks Preferred Stock and warrants to purchase 167, 5000 shares of the Company’s Common Stock. Joseph Popolo, a director of the Company, is the sole control person of C&P.

 

Also on February 26, 2024, we completed a direct registered offering with certain purchasers with respect to the sale of (i) an aggregate of 3,616,071 shares the Company’s Common Stock and (ii) warrants to purchase an aggregate of 3,616,071 shares of OAH’s common stock $0.0001 par value per share, at an exercise price of $1.29 for gross proceeds of $4,050,000 (the “2024 Direct Registered Offering”). In connection with the 2024 Direct Registered Offering, C&P paid $2,000,000 for 1,785,714 shares of the Company’s Common Stock and warrants to purchase 1,785,714 shares of OAH common stock. Joseph Popolo, a director of the Company, is the sole control person of C&P.

 

Director Independence

 

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

 

Item 14. Principal Accountant Fees and Services.

 

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

 

Aggregate fees billed to the Company for the years ended December 31, 2023 and 2022 by RRBB were as follows:

 

   For the years ended
December 31,		 
   2023   2022 
         
Audit Fees  $252,500   $241,665 
Audit-Related Fees   -    - 
Tax Fees   38,877    19,800 
All Other Fees   39,000    26,500 
   $330,377   $287,965 

 

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

 

On September 28, 2018, the Audit Committee of our Board adopted a policy and related procedures requiring its pre-approval of all audit and non-audit services to be rendered by its independent registered public accounting firm. These policies and procedures are intended to ensure that the provision of such services do not impair the independent registered public accounting firm’s independence. These services may include audit services, audit-related services, tax services and other services. All services provided by RRBB during the years ended December 31, 2023 and 2022 were approved by the Audit Committee.

 

65

 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

Exhibit No.   Name of Document
     
2.1   Agreement and Plan of Merger, dated as of May 17, 2021, by and among Ondas Holdings Inc., Drone Merger Sub I Inc., Drone Merger Sub II Inc., American Robotics, Inc., and the Company Stockholder’s Representative (incorporated herein  by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 17, 2021 (File No. 001-39761)).
     
2.2   Agreement of Merger, dated August 4, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2022 (File No. 001-39761)).
     
2.3   Amendment to Agreement of Merger, dated November 13, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2022 (File No. 001-39761)).
     
3.1   Amended and Restated Articles of Incorporation of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271)).
     
3.2   Amended and Restated Bylaws of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit No. 3.2 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271)).
     
3.3   Certificate of Designation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020 (File No. 000-56004)).

 

3.4   Certificate of Change (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2020 (File No. 000-56004)).
     
3.5   Certificate of Amendment, filed on October 31, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 31, 2023 (File No. 001-39761)).
     
4.1   Form of Common Stock Certificate (incorporated herein by reference to Exhibit No. 4.1 to the Company’s Registration Statement on Form S-3 filed on January 29, 2021 (File No. 333-252571)).
     
4.2   Form of Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 1, 2019 (File No. 000-56004)).
     
4.3   Form of Warrant Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2020 (File No. 000-56004)).
     
4.4   Form of Warrant (included as Exhibit E to Exhibit 2.1 and incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 17, 2021 (File No. 001-39761)).
     
4.5   Form of Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on July 10, 2023).
     
4.6   Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2023).
     
4.7   Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).
     
4.8   Form of Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).
     
4.9   Form of 3% Series A Senior Convertible Note Due 2023 (see Exhibit A-1 to the Securities Purchase Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-39761)).
     
4.10   Form of 3% Series B-1 Senior Convertible Note (see Exhibit A-2 to the Amendment No. 1 to Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K (File No. 001-39761)).

 

66

 

 

4.11   Form of 3% Series B-2 Senior Convertible Note (see Exhibit A-2 to the Amendment No. 1 to Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K (File No. 001-39761)).
     
4.12   Base Indenture, dated January 20, 2023, between Ondas Holdings Inc. and Wilmington Savings Fund Society, FSB (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2023 (File No. 001-39761)).
     
4.13   Supplemental Indenture, dated January 20, 2023, between Ondas Holdings Inc. and Wilmington Savings Fund Society, FSB (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2023 (File No. 001-39761)).
     
4.14   Second Supplemental Indenture, dated July 25, 2023, between Ondas Holdings Inc. and Wilmington Savings Fund Society, FSB (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on July 28, 2023.
     
4.15   Form of 3% Series B-1 Senior Convertible Note (incorporated herein  by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC January 23, 2023).
     
4.16   Form of 3% Series B-2 Senior Convertible Note (see Exhibit A to the Second Supplemental Indenture filed as Exhibit 4.3 to this Current Report on Form 8-K).
     
4.17   Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 000-56004)).
     
10.1#   Amended and Restated Employment Agreement, dated June 3, 2020, between Ondas Holdings Inc. and Eric Brock. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 3, 2020 (File No. 000-56004)).
     
10.2#   Employment Agreement, between Airobotics and Yishay Curelaru, dated November 28, 2017 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).
     
10.3#   Amendment to Employment Agreement, between Airobotics and Yishay Curelaru, dated February 15, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).
     
10.4#   Amendment to Employment Agreement, dated September 27, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2023).
     
10.5#   2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 4, 2018 (File No. 333-205271)).
     
10.6#   Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 7, 2020 (File No. 000-56004)).
     
10.7#   Form of Restricted Stock Unit Agreement. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 3, 2020 (File No. 000-56004)).
     
10.8   Form of Nonstatutory Stock Option Agreement.# (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 3, 2020 (File No. 000-56004)).
     
10.9   Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020 (File No. 000-56004)).
     
10.10   Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 1, 2020 (File No. 000-56004)).
     
10.11   Ondas Holdings Inc. 2021 Director Compensation Policy (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021)).
     
10.12#   Ondas Holdings Inc. 2021 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 5, 2021 (File No. 001-39761)).

 

67

 

  

10.13#   Ondas Holdings, Inc. 2021 Incentive Stock Israeli Appendix (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023 (File No. 001-39761)).
     
10.14#   Airobotics Ltd. 2015 Israeli Share Option Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 25, 2023 (File No. 001-269418)). 
     
10.15#   Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 31, 2023 (File No. 001-39761)).
     
10.16#   2020 Incentive Equity Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 25, 2023 (File No. 001-269418)).
     
10.17#   Employment Agreement, dated December 10, 2021, between Ondas Holdings Inc. and Derek Reisfield. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December  13, 2021 (File No. 001-39761)).
     
10.18#   Release Agreement, dated September 21, 2023, by and between Ondas Holdings Inc. and Derek Reisfield (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2023).
     
10.19#   Employment Agreement, dated August 5, 2021, between Ondas Holdings Inc. and Reese Mozer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023 (File No. 001-39761)).
     
10.20#   Separation and General Release Agreement, dated June 8, 2023, between Ondas Holdings Inc. and Reese Mozer. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2023).
     
10.21   Form of Securities Purchase Agreement, dated October 26, 2022, between Ondas Holdings Inc. and the Investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2022 (File No. 001-39761)).
     
10.22   Form of Amendment No. 1 to Securities Purchase Agreement, dated January 20, 2023, between Ondas Holdings Inc. and the Investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2023 (File No. 001-39761)).
     
10.23   Form of Agreement and Waiver, dated as of July 21, 2023, by and between Ondas Holdings Inc. and the investor signatory thereto (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on July 24, 2023).
     
10.24   Form of Agreement and Waiver, dated as of February 23, 2024, by and between Ondas Holdings Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).
     
10.25   Placement Agent Agreement, dated October 26, 2022, between Ondas Holdings Inc. and Oppenheimer & Co. Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2022 (File No. 001-39761)).
     
10.26   Preferred Stock Purchase Agreement, dated July 9, 2023, between Ondas Networks Inc. and the Initial Purchaser (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on July 10, 2023).
     
10.27   Amendment to Preferred Stock Purchase Agreement, dated July 21, 2023, between Ondas Networks Inc. and Initial Purchaser (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on July 24, 2023).
     
10.28   Form of Preferred Stock Purchase Agreement, dated February 26, 2024, between Ondas Networks Inc. and the Purchasers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).

 

68

 

 

10.29   Registration Rights Agreement, dated July 21, 2023, between the Company and Initial Purchaser (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2023).
     
10.30   Registration Rights Agreement, dated August 11, 2023, between the Company and Initial Purchaser (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2023).
     
10.31   Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).
     
10.32   Form of Securities Purchase Agreement, dated February 26, 2024, between Ondas Holdings Inc., the Purchasers and solely with respect to Section 4.9 of this ONDS Agreement, Ondas Autonomous Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).
     
21   Subsidiaries of the Registrant*.
     
23.1   Consent of Rosenberg Rich Baker Berman, P.A.*
     
31.1   Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a) dated April 1, 2024*
     
31.2   Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a) dated April 1, 2024*
     
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 dated April 1, 2024**
     
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 dated April 1, 2024**
     
97.1   Ondas Holdings Inc. Clawback Policy*
     
101.INS   Inline XBRL Instance Document.*
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document.*
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.*
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.*
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

 

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

  

Item 16. Form 10-K Summary.

 

None. 

 

69

 

 

SIGNATURES

 

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

 

DATE: April 1, 2024 ONDAS HOLDINGS INC.
   
  By: /s/ Eric A. Brock
    Eric A. Brock
    Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Yishay Curelaru 
    Yishay Curelaru
    Chief Financial Officer
    (Principal Financial Officer
    Principal Accounting Officer)

 

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

 

Signature   Title   Date
         
/s/ Eric A. Brock    Chairman and Chief Executive Officer   April 1, 2024
Eric A. Brock        
         
/s/ Yishay Curelaru    Chief Financial Officer,   April 1, 2024
Yishay Curelaru   Treasurer and Secretary    
         
/s/ Richard M. Cohen    Director   April 1, 2024
Richard M. Cohen        
         
/s/ Joseph Popolo   Director   April 1, 2024
Joseph Popolo        
         
/s/ Randall P. Seidl    Director   April 1, 2024
Randall P. Seidl        
         
/s/ Jaspreet Sood    Director   April 1, 2024
Jaspreet Sood        

 

70

 

0.88 1.73 42242525 52740215 0.86 1.90 0.0094 false FY 0001646188 0001646188 2023-01-01 2023-12-31 0001646188 2023-06-30 0001646188 2024-03-27 0001646188 2023-12-31 0001646188 2022-12-31 0001646188 us-gaap:SeriesAPreferredStockMember 2023-12-31 0001646188 us-gaap:SeriesAPreferredStockMember 2022-12-31 0001646188 2022-01-01 2022-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2021-12-31 0001646188 us-gaap:CommonStockMember 2021-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001646188 us-gaap:RetainedEarningsMember 2021-12-31 0001646188 2021-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2022-01-01 2022-12-31 0001646188 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001646188 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2022-12-31 0001646188 us-gaap:CommonStockMember 2022-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001646188 us-gaap:RetainedEarningsMember 2022-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2023-01-01 2023-12-31 0001646188 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001646188 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2023-12-31 0001646188 us-gaap:CommonStockMember 2023-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001646188 us-gaap:RetainedEarningsMember 2023-12-31 0001646188 2022-10-31 2022-10-31 0001646188 srt:ScenarioForecastMember 2024-02-29 2024-02-29 0001646188 2022-08-16 0001646188 onds:SoftwareMember 2023-12-31 0001646188 us-gaap:PatentsMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:DevelopedTechnologyRightsMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:DevelopedTechnologyRightsMember 2023-12-31 0001646188 onds:licensesMember 2023-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2023-12-31 0001646188 onds:NonCompeteAgreementsMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:SoftwareDevelopmentMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:SoftwareDevelopmentMember 2023-12-31 0001646188 onds:VehiclesAndBaseStationsMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2023-12-31 0001646188 srt:MinimumMember onds:DevelopmentEquipmentMember 2023-12-31 0001646188 srt:MaximumMember onds:DevelopmentEquipmentMember 2023-12-31 0001646188 us-gaap:MachineryAndEquipmentMember 2023-12-31 0001646188 srt:MinimumMember 2023-12-31 0001646188 srt:MaximumMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:GovernmentMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:GovernmentMember 2023-12-31 0001646188 us-gaap:PreferredStockMember 2023-07-09 2023-07-09 0001646188 2023-07-09 2023-07-09 0001646188 us-gaap:PostemploymentRetirementBenefitsMember 2023-01-24 2023-12-31 0001646188 2021-01-22 2021-01-22 0001646188 2021-01-22 0001646188 2023-04-01 2023-04-01 0001646188 2023-11-06 2023-11-06 0001646188 2021-08-05 2021-08-05 0001646188 2021-08-05 0001646188 2021-08-19 0001646188 srt:ScenarioForecastMember 2024-01-31 2024-01-31 0001646188 2024-01-31 2024-01-31 0001646188 srt:ScenarioForecastMember 2024-02-01 2024-02-01 0001646188 2024-02-01 2024-02-01 0001646188 2021-10-08 2021-10-08 0001646188 2021-10-08 0001646188 2023-01-23 2023-01-23 0001646188 2023-08-07 2023-08-07 0001646188 2023-08-07 0001646188 srt:ScenarioForecastMember 2024-01-15 2024-01-15 0001646188 srt:ScenarioForecastMember 2025-04-30 2025-04-30 0001646188 onds:FDICMember 2023-12-31 0001646188 onds:CustomersMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerTwoMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerThreeMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001646188 us-gaap:OtherCustomerMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerThreeMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001646188 onds:CustomerTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001646188 onds:GovernmentGrantLiabilityMember 2023-01-23 0001646188 onds:GovernmentGrantLiabilityMember 2023-01-24 2023-12-31 0001646188 onds:GovernmentGrantLiabilityMember 2023-12-31 0001646188 onds:ProductRevenueMember 2023-01-01 2023-12-31 0001646188 onds:ProductRevenueMember 2022-01-01 2022-12-31 0001646188 onds:ServiceAndSubscriptionRevenueMember 2023-01-01 2023-12-31 0001646188 onds:ServiceAndSubscriptionRevenueMember 2022-01-01 2022-12-31 0001646188 onds:DevelopmentRevenueMember 2023-01-01 2023-12-31 0001646188 onds:DevelopmentRevenueMember 2022-01-01 2022-12-31 0001646188 us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001646188 us-gaap:TransferredAtPointInTimeMember 2022-01-01 2022-12-31 0001646188 us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001646188 us-gaap:TransferredOverTimeMember 2022-01-01 2022-12-31 0001646188 country:US 2023-01-01 2023-12-31 0001646188 country:US 2022-01-01 2022-12-31 0001646188 country:AE 2023-01-01 2023-12-31 0001646188 country:AE 2022-01-01 2022-12-31 0001646188 country:GB 2023-01-01 2023-12-31 0001646188 country:GB 2022-01-01 2022-12-31 0001646188 country:IL 2023-01-01 2023-12-31 0001646188 country:IL 2022-01-01 2022-12-31 0001646188 country:IN 2023-01-01 2023-12-31 0001646188 country:IN 2022-01-01 2022-12-31 0001646188 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001646188 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001646188 us-gaap:OptionMember 2023-01-01 2023-12-31 0001646188 us-gaap:OptionMember 2022-01-01 2022-12-31 0001646188 onds:PotentialSharesIssuableUnder2022ConvertibleExchangeNotesMember 2023-01-01 2023-12-31 0001646188 onds:PotentialSharesIssuableUnder2022ConvertibleExchangeNotesMember 2022-01-01 2022-12-31 0001646188 onds:PotentialSharesIssuableUnder2023AdditionalNotesMember 2023-01-01 2023-12-31 0001646188 onds:PotentialSharesIssuableUnder2023AdditionalNotesMember 2022-01-01 2022-12-31 0001646188 us-gaap:RestrictedStockMember 2023-01-01 2023-12-31 0001646188 us-gaap:RestrictedStockMember 2022-01-01 2022-12-31 0001646188 country:IL 2023-12-31 0001646188 country:AE 2023-12-31 0001646188 us-gaap:VehiclesMember 2023-12-31 0001646188 us-gaap:VehiclesMember 2022-12-31 0001646188 us-gaap:ComputerEquipmentMember 2023-12-31 0001646188 us-gaap:ComputerEquipmentMember 2022-12-31 0001646188 us-gaap:FurnitureAndFixturesMember 2023-12-31 0001646188 us-gaap:FurnitureAndFixturesMember 2022-12-31 0001646188 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001646188 us-gaap:LeaseholdImprovementsMember 2022-12-31 0001646188 onds:DevelopmentEquipmentMember 2023-12-31 0001646188 onds:DevelopmentEquipmentMember 2022-12-31 0001646188 onds:DronesMember 2023-12-31 0001646188 onds:DronesMember 2022-12-31 0001646188 us-gaap:MachineryAndEquipmentMember 2022-12-31 0001646188 us-gaap:ConstructionInProgressMember 2023-12-31 0001646188 us-gaap:ConstructionInProgressMember 2022-12-31 0001646188 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2023-12-31 0001646188 2022-03-20 0001646188 2022-03-01 2022-03-20 0001646188 2022-04-05 0001646188 2022-08-01 2022-08-31 0001646188 us-gaap:CommonStockMember 2022-08-31 0001646188 2022-08-31 0001646188 onds:NorthDakotaLimitedMember 2022-01-01 2022-12-31 0001646188 onds:NorthDakotaLimitedMember 2022-12-31 0001646188 us-gaap:PatentsMember 2022-12-31 0001646188 onds:PatentsInProcessMember 2023-12-31 0001646188 onds:PatentsInProcessMember 2022-12-31 0001646188 us-gaap:LicenseMember 2023-12-31 0001646188 us-gaap:LicenseMember 2022-12-31 0001646188 onds:SoftwareMember 2022-12-31 0001646188 us-gaap:TrademarksMember 2023-12-31 0001646188 us-gaap:TrademarksMember 2022-12-31 0001646188 onds:FAAWaiverMember 2023-12-31 0001646188 onds:FAAWaiverMember 2022-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2023-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2022-12-31 0001646188 onds:NonCompeteAgreementsMember 2022-12-31 0001646188 onds:MarketingrelatedAssetsMember 2023-12-31 0001646188 onds:MarketingrelatedAssetsMember 2022-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2022-12-31 0001646188 2021-10-05 2021-10-05 0001646188 2021-10-05 0001646188 2022-07-15 0001646188 onds:OndasHoldingsInvestmentMember us-gaap:PrivatePlacementMember 2022-07-15 0001646188 onds:OndasHoldingsInvestmentMember 2022-07-15 0001646188 us-gaap:ConvertibleNotesPayableMember 2023-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2023-01-01 2023-12-31 0001646188 onds:AccruedInterestMember 2023-01-01 2023-12-31 0001646188 onds:AccruedInterestMember 2022-01-01 2022-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2022-10-28 2022-10-28 0001646188 us-gaap:ConvertibleNotesPayableMember 2022-01-01 2022-12-31 0001646188 2023-01-01 2023-09-30 0001646188 2023-07-21 0001646188 2023-07-01 2023-07-21 0001646188 us-gaap:ConvertibleNotesPayableMember 2022-12-31 0001646188 onds:TwoThousandTwentyTwoConvertibleExchangeNotesMember 2023-01-01 2023-12-31 0001646188 us-gaap:ConvertibleDebtMember 2023-01-01 2023-12-31 0001646188 onds:TwoThousandTwentyTwoConvertibleExchangeNotesMember 2023-12-31 0001646188 2023-07-24 2023-07-24 0001646188 us-gaap:ConvertibleDebtMember 2023-07-24 2023-07-24 0001646188 onds:TwoThousandTwentyTwoConvertibleExchangeNotesMember us-gaap:CommonStockMember 2023-12-31 0001646188 onds:ConvertibleExchangeNotesMember 2023-12-31 0001646188 onds:AdditionalConvertibleNotesMember 2023-01-01 2023-12-31 0001646188 onds:ConvertiblePromissoryNotesMember 2023-01-01 2023-12-31 0001646188 onds:AdditionalConvertibleNotesMember 2023-12-31 0001646188 onds:GovernmentGrantLiabilityMember 2023-01-01 2023-12-31 0001646188 2021-01-29 2021-01-29 0001646188 srt:ScenarioForecastMember 2024-02-02 2024-02-02 0001646188 srt:ScenarioForecastMember onds:EquityIncentivePlanMember 2024-02-02 0001646188 srt:ScenarioForecastMember 2024-02-02 0001646188 2022-03-22 2022-03-22 0001646188 srt:MaximumMember 2022-10-01 2022-10-26 0001646188 srt:MinimumMember 2022-10-01 2022-10-26 0001646188 2022-04-30 2022-04-30 0001646188 2022-04-30 0001646188 onds:ATMAgreementMember 2023-07-11 0001646188 srt:MinimumMember us-gaap:WarrantMember 2023-01-23 0001646188 srt:MaximumMember us-gaap:WarrantMember 2023-01-23 0001646188 us-gaap:WarrantMember 2023-01-23 0001646188 2023-07-01 2023-07-23 0001646188 2023-08-11 2023-08-11 0001646188 onds:EquityIncentivePlanMember 2018-12-31 0001646188 us-gaap:EquityMember 2023-12-31 0001646188 srt:MinimumMember onds:EquityIncentivePlanMember 2023-10-31 0001646188 srt:MaximumMember onds:EquityIncentivePlanMember 2023-10-31 0001646188 onds:EquityIncentivePlanMember 2023-12-31 0001646188 srt:MinimumMember 2023-01-01 2023-12-31 0001646188 srt:MaximumMember 2023-01-01 2023-12-31 0001646188 us-gaap:CommonStockMember 2023-01-23 2023-01-23 0001646188 srt:MinimumMember 2023-01-23 2023-01-23 0001646188 srt:MaximumMember 2023-01-23 2023-01-23 0001646188 2023-02-09 2023-02-09 0001646188 2023-03-01 2023-03-16 0001646188 us-gaap:StockOptionMember 2023-03-01 2023-03-16 0001646188 2023-09-01 2023-09-29 0001646188 2022-05-09 0001646188 2022-12-19 0001646188 2023-02-09 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2023-02-09 0001646188 2023-07-06 0001646188 2023-10-31 0001646188 srt:MinimumMember us-gaap:WarrantMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:WarrantMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:WarrantMember 2023-01-01 2023-12-31 0001646188 srt:MaximumMember us-gaap:WarrantMember 2023-01-01 2023-12-31 0001646188 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001646188 srt:MinimumMember us-gaap:StockOptionMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:StockOptionMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:StockOptionMember 2022-12-31 0001646188 srt:MaximumMember us-gaap:StockOptionMember 2022-12-31 0001646188 srt:MinimumMember us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001646188 srt:MaximumMember us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001646188 srt:MinimumMember us-gaap:StockOptionMember 2022-01-01 2022-12-31 0001646188 srt:MaximumMember us-gaap:StockOptionMember 2022-01-01 2022-12-31 0001646188 us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001646188 us-gaap:WarrantMember 2021-12-31 0001646188 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001646188 us-gaap:WarrantMember 2022-12-31 0001646188 us-gaap:WarrantMember 2023-12-31 0001646188 us-gaap:StockOptionMember 2021-12-31 0001646188 us-gaap:StockOptionMember 2022-01-01 2022-12-31 0001646188 us-gaap:StockOptionMember 2022-12-31 0001646188 us-gaap:StockOptionMember 2023-12-31 0001646188 onds:StockOptionsMember 2023-01-01 2023-12-31 0001646188 onds:StockOptionsMember 2022-01-01 2022-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2022-01-01 2022-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2022-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2023-12-31 0001646188 2023-06-09 0001646188 onds:OndasHoldingsMember 2023-07-09 2023-07-09 0001646188 us-gaap:PreferredStockMember 2023-07-09 0001646188 us-gaap:CommonStockMember 2023-12-31 0001646188 onds:NetworksPreferredStockMember 2023-07-21 2023-07-21 0001646188 onds:NetworksPreferredStockMember 2023-07-21 0001646188 onds:InitialWarrantsMember 2023-07-21 0001646188 onds:SecondInitialPurchaserMember 2023-07-21 0001646188 onds:OndasNetworksMember 2023-08-11 0001646188 onds:OndasNetworksMember 2023-01-01 2023-12-31 0001646188 onds:OndasAutonomousSystemsMember 2023-01-01 2023-12-31 0001646188 onds:OndasNetworksMember 2022-01-01 2022-12-31 0001646188 onds:OndasAutonomousSystemsMember 2022-01-01 2022-12-31 0001646188 onds:OndasNetworksMember 2023-12-31 0001646188 onds:OndasNetworksMember 2022-12-31 0001646188 onds:OndasNetworksMember 2023-01-01 2023-12-31 0001646188 onds:OndasNetworksMember 2022-01-01 2022-12-31 0001646188 onds:DynamMember 2023-12-31 0001646188 srt:ScenarioForecastMember 2024-01-15 0001646188 srt:ScenarioForecastMember 2025-05-01 0001646188 srt:ScenarioForecastMember 2024-02-26 0001646188 srt:ScenarioForecastMember 2024-02-26 2024-02-26 0001646188 onds:OndasAgreementMember 2023-12-31 0001646188 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001646188 onds:NetworksPreferredStockMember 2023-01-01 2023-12-31 0001646188 us-gaap:PreferredStockMember 2023-12-31 0001646188 us-gaap:PreferredStockMember 2023-01-01 2023-12-31 0001646188 onds:AgreementAndWaiverMember 2023-01-01 2023-12-31 0001646188 2023-10-01 2023-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure utr:sqm iso4217:ILS xbrli:shares iso4217:USD compsci:item
EX-21 2 ea020246601ex21_ondashold.htm SUBSIDIARIES OF THE REGISTRANT

Exhibit 21

 

SUBSIDIARIES OF THE REGISTRANT

 

As of April 1, 2024

 

Ondas Networks Inc., a Delaware corporation.

 

Ondas Autonomous Holdings Inc., a Nevada corporation.

 

American Robotics, Inc., a Delaware corporation.

 

Airobotics Ltd., a company organized under the laws of the State of Israel.

 

Airobotics Pte Ltd., a company organized under the laws of Singapore.

 

Airobotics, Inc., a Delaware corporation.

 

Airobotics Gulf DMCC, a company organized under the laws of Dubai.

 

 EX-23.1 3 ea020246601ex23-1_ondashold.htm CONSENT OF ROSENBERG RICH BAKER BERMAN, P.A

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in Registration Statements (No. 333-266011, 333-260450, 333-235373, 333-276853, and 333-276852) on Form S-3, the Registration Statement (No. 333-267565) on Form S-4, and the Registration Statements (No. 333-237485, 333-260845, 333-269418 and 333-276854) on Form S-8 of Ondas Holdings Inc. of our report dated April 1, 2024, relating to the consolidated financial statements of Ondas Holdings Inc., appearing in this Annual Report on Form 10-K of Ondas Holdings Inc. for the year ended December 31, 2023.

 

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

 

Somerset, New Jersey

April 1, 2024

 

 EX-31.1 4 ea020246601ex31-1_ondashold.htm CERTIFICATION

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Eric A. Brock, certify that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: April 1, 2024

 

/s/ Eric Brock  
Eric Brock  
Chairman and Chief Executive Officer  
(Principal Executive Officer)  
 EX-31.2 5 ea020246601ex31-2_ondashold.htm CERTIFICATION

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Yishay Curelaru, certify that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: April 1, 2024  
   
/s/ Yishay Curelaru  
Yishay Curelaru  
Chief Financial Officer  
(Principal Financial and Accounting Officer)  

 EX-32.1 6 ea020246601ex32-1_ondashold.htm CERTIFICATION

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Ondas Holdings Inc. (the “Company”) on Form 10-k for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric A. Brock, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

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

 

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

 

Dated: April 1, 2024

 

  /s/ Eric A. Brock
  Eric A. Brock
  Chairman and Chief Executive Officer
  (Principal Executive Officer)

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 EX-32.2 7 ea020246601ex32-2_ondashold.htm CERTIFICATION

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Ondas Holdings Inc. (the “Company”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yishay Curelaru, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

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

 

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

 

Dated: April 1, 2024

 

  /s/ Yishay Curelaru
  Yishay Curelaru
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

 

 

 EX-97.1 8 ea020246601ex97-1_ondashold.htm ONDAS HOLDINGS INC. CLAWBACK POLICY

Exhibit 97.1

 

ONDAS HOLDINGS INC.

 

CLAWBACK POLICY

 

(Adopted on November 29, 2023)

 

1.INTRODUCTION

 

Ondas Holdings Inc. (the “Company”) is adopting this Clawback Policy (this “Policy”), effective as of October 2, 2023 (the “Effective date”), to provide for the Company’s criteria and process of recovering certain Incentive-based compensation erroneously awarded to or earned or received by certain officers under certain circumstances.

 

This Policy is administered by the Compensation Committee (the “Committee”) of the Company’s board of directors (the “Board”). The Committee will have full and final authority to make any and all determinations required under this Policy. Any determination by the Committee with respect to this Policy will be final, conclusive and binding on all parties. The Board may amend or terminate this Policy at any time upon the recommendation of the Committee.

 

This Policy is intended to comply with Section 10D of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 thereunder, and the applicable rules of the Nasdaq Stock Market or any other national securities exchange on which the Company’s securities are then listed (the “Exchange”) and will be interpreted and administered consistent with that intent.

 

2.EFFECTIVE DATE

 

This Policy will apply to all incentive-based compensation received by an Affected officer on or after the Effective date to the extent permitted or required by applicable law or the rules of the Exchange.

 

3.DEFINITIONS

 

For purposes of this Policy, the following definitions apply:

 

“Affected officer” means any current or former “officer” as defined in Exchange Act Rule 16a-1.

 

“Erroneously awarded compensation” means the amount of Incentive-based compensation received that exceeds the amount of Incentive-based compensation that otherwise would have been received had it been determined based on the Restatement, computed without regard to any taxes paid. In the case of Incentive-based compensation based on stock price or total shareholder return, where the amount of Erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, the amount will reflect a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the incentive-based compensation was received, as determined by the Committee in its sole discretion. The Company will maintain documentation of the determination of that reasonable estimate and provide the documentation to the Exchange as required by the Exchange.

 

“Financial reporting measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from those measures, whether or not the measure is presented within the financial statements or included in a filing with the Securities and Exchange Commission. Stock price and total shareholder return are financial reporting measures.

 

“Incentive-based compensation” means any compensation that is awarded, earned or vested based in whole or in part on the attainment of a Financial reporting measure. Base salaries, bonuses or equity awards paid solely upon satisfying one or more subjective standards, strategic or operational measures, or continued employment are not considered incentive-based compensation, unless the awards were granted, paid or vested based in part on a Financial reporting measure.

 

“Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement that corrects errors (1) that are material to previously issued financial statements, or (2) that are not material to previously issued financial statements but would result in a material misstatement if the errors were left uncorrected in the current report or the error correction was recognized in the current period.

 

1

 

 

4.RECOVERY

 

If the Company is required to prepare a Restatement, the Company will seek to recover and claw back reasonably promptly all Erroneously awarded compensation received on or after the Effective date by an Affected officer:

 

(a) After beginning service as an Affected officer;

 

(b) Who served as an Affected officer at any time during the performance period for that Incentive-based compensation;

 

(c) While the Company has a class of securities listed on the Exchange; and

 

(d) During the three completed fiscal years immediately preceding the date on which the Company was required to prepare the Restatement (including any transition period within or immediately following those three completed fiscal years that results from a change in the Company’s fiscal year, determined in accordance with the rules of the Exchange).

 

To the extent any amounts are determined by the Committee to be Erroneously awarded compensation, if, after the release of earnings for any period for which a Restatement subsequently occurs and prior to the announcement of the Restatement for that period, the Affected officer sold any shares of Company common stock acquired under an equity incentive award that constitutes Incentive-based compensation, the Company will also seek to recover and claw back reasonably promptly the excess of (1) the actual aggregate sales proceeds from the Affected officer’s sale of those shares, over (2) the aggregate sales proceeds the Affected officer would have received from the sale of those shares at a price per share determined appropriate by the Committee in its discretion to reflect what the Company’s common stock price would have been if the Restatement had occurred prior to such sales; on condition that the aggregate sales proceeds determined by the Committee under this clause (2) with respect to shares acquired upon exercise of an option may not be less than the aggregate exercise price paid for those shares.

 

For purposes of this Policy:

 

(1) Erroneously awarded compensation is deemed to be received in the Company’s fiscal year during which the Financial reporting measure specified in the Incentive-based compensation is attained, even if the payment or grant of the Incentive-based compensation occurs after the end of that period; and

 

(2) the date the Company is required to prepare a Restatement is the earlier of (1) the date the Board, the Committee or any officer of the Company authorized to take such action concludes, or reasonably should have concluded, that the Company is required to prepare the Restatement, and (2) the date a court, regulator, or other legally authorized body directs the Company to prepare the Restatement.

 

(3) Notwithstanding anything in this Policy, in no event will the Company be required to award any Affected officers an additional payment or other compensation if the Restatement would have resulted in the grant, payment or vesting of Incentive-based compensation that is greater than the Incentive-based compensation actually received by the Affected officer. The recovery of Erroneously awarded compensation is not dependent on if or when the Restatement is filed.

 

5.SOURCES OF RECOUPMENT

 

To the extent permitted by applicable law, the Committee may, in its discretion, seek recoupment of Erroneously awarded compensation from an Affected officer from any of the following sources: (1) prior Incentive-based compensation payments; (2) future payments of Incentive-based compensation; (3) cancellation of outstanding Incentive-based compensation; and (4) direct repayment. To the extent permitted by applicable law, the Company may offset such amount against any compensation or other amounts owed by the Company to the Affected officer.

 

If an Affected officer fails to repay all Erroneously awarded compensation to the Company when due, the Company will, or will cause one or more of its subsidiaries to, take all actions reasonable and appropriate to recover the Erroneously awarded compensation from the Affected officer; and in that case the Affected officer will be required to reimburse the Company and its subsidiaries for any and all expenses reasonably incurred (including legal fees) by the Company or any of its subsidiaries in recovering the Erroneously awarded compensation.

 

2

 

 

6.LIMITED EXCEPTIONS TO RECOVERY

 

Notwithstanding the foregoing, the Committee, in its discretion, may choose to forgo recovery of Erroneously awarded compensation under the following circumstances, on condition that the Committee (or a majority of the independent members of the Board) has made a determination that recovery would be impracticable because:

 

(a) the direct expense paid to a third party to assist in enforcing this Policy would exceed the recoverable amounts, and in which case the Company has made a reasonable attempt to recover the Erroneously awarded compensation, has documented that attempt and has (to the extent required) provided that documentation to the Exchange;

 

(b) recovery would violate home country law where the law was adopted prior to November 28, 2022, and in which case the Company provides an opinion of home country counsel to that effect to the Exchange that is acceptable to the Exchange; or

 

(c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of the Internal Revenue Code of 1986.

 

7.INDEMNIFICATION AND INSURANCE

 

Neither the Company nor any of its subsidiaries is permitted to indemnify or reimburse any Affected officer against the recovery of Erroneously awarded compensation. In addition, the Company and its subsidiaries are prohibited from paying the premiums on an insurance policy that would cover an Affected officer’s potential clawback obligations, or entering into any agreement that exempts any Incentive-based compensation from this Policy or that waives the Company’s or any of its subsidiary’s rights to recover Erroneously awarded compensation in accordance with this Policy, and this Policy will supersede any such agreement.

 

8.SEVERABILITY

 

If any provision of this Policy or the application of any such provision to any Affected officer is adjudicated to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability will not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions is to be deemed amended to the minimum extent necessary to render that provision or application enforceable.

 

9.NO IMPAIRMENT OF OTHER REMEDIES

 

This Policy does not preclude the Company from taking any other action to enforce an Affected officer’s obligations to the Company or limit any other remedies that the Company may have available to it and any other actions that the Company may take, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities. The Company will comply with the disclosure, documentation and records requirements related to this Policy under Section 10D of the Exchange Act, applicable listing rules of the Exchange and applicable Securities and Exchange Commission filings. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s chief executive officer and chief financial officer. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company and any of its subsidiaries under applicable law, regulation or rule or under the terms of any similar policy in any employment agreement, offer letter, compensation plan, equity award agreement, or similar agreement and any other legal remedies available to the Company or any of its subsidiaries. The Committee may require that any employment agreement, offer letter, compensation plan, equity award agreement, or any other agreement entered into on or after the Effective date will, as a condition to the grant of any benefit thereunder, require an Affected officer to agree to abide by the terms of this Policy.

 

* * * *

 

3

 

 

ATTESTATION AND ACKNOWLEDGEMENT

OF

CLAWBACK POLICY

 

By signing below, I, the undersigned, acknowledge and agree as follows:

 

●I have received and reviewed a copy of the Ondas Holding Inc. Clawback Policy (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Policy”);

 

●I am bound by, subject to, and shall comply with, all terms and conditions of the Policy, both during and after my period of employment or service with the Company and its affiliates;

 

●In the event of any conflict between the Policy and the terms of any employment or other agreement to which I am a party, or any compensation or benefit plan, program or arrangement in which I participate, the terms of the Policy shall govern; and

 

●If it is determined by the Committee (as defined in the Policy) that any amounts granted, awarded, paid or provided to me should be forfeited or reimbursed to the Company or its affiliates, I shall promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

 

Signature:               
                                                         
Name:    
     
Date:    

 

 

 

 

 

 EX-101.CAL 9 onds-20231231_cal.xml XBRL CALCULATION FILE EX-101.DEF 10 onds-20231231_def.xml XBRL DEFINITION FILE EX-101.LAB 11 onds-20231231_lab.xml XBRL LABEL FILE EX-101.PRE 12 onds-20231231_pre.xml XBRL PRESENTATION FILE EX-101.SCH 13 onds-20231231.xsd XBRL SCHEMA FILE 995301 - Statement - Consolidated Balance Sheets link:presentationLink link:definitionLink link:calculationLink 995302 - Statement - Consolidated Balance Sheets (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 995303 - Statement - Consolidated Statements of Operations link:presentationLink link:definitionLink link:calculationLink 995304 - Statement - Consolidated Statements of Operations (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 995305 - Statement - Consolidated Statements of Stockholders’ Equity link:presentationLink link:definitionLink link:calculationLink 995306 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:definitionLink link:calculationLink 995307 - Disclosure - Description of Business and Basis of Presentation link:presentationLink link:definitionLink link:calculationLink 995308 - Disclosure - Summary of Significant Account Policies link:presentationLink link:definitionLink link:calculationLink 995309 - Disclosure - Other Current Assets link:presentationLink link:definitionLink link:calculationLink 995310 - Disclosure - Property and Equipment link:presentationLink link:definitionLink link:calculationLink 995311 - Disclosure - Goodwill and Business Acquisition link:presentationLink link:definitionLink link:calculationLink 995312 - Disclosure - Intangible Assets link:presentationLink link:definitionLink link:calculationLink 995313 - Disclosure - Long-Term Equity Investment link:presentationLink link:definitionLink link:calculationLink 995314 - Disclosure - Accrued Expenses and Other Current Liabilities link:presentationLink link:definitionLink link:calculationLink 995315 - Disclosure - Long-Term Notes Payable link:presentationLink link:definitionLink link:calculationLink 995316 - Disclosure - Stockholders’ Equity link:presentationLink link:definitionLink link:calculationLink 995317 - Disclosure - Redeemable Noncontrolling Interest link:presentationLink link:definitionLink link:calculationLink 995318 - Disclosure - Segment Information link:presentationLink link:definitionLink link:calculationLink 995319 - Disclosure - Income Taxes link:presentationLink link:definitionLink link:calculationLink 995320 - Disclosure - Commitments and Contingencies link:presentationLink link:definitionLink link:calculationLink 995321 - Disclosure - Related Party Transactions link:presentationLink link:definitionLink link:calculationLink 995322 - Disclosure - Subsequent Events link:presentationLink link:definitionLink link:calculationLink 996000 - Disclosure - Accounting Policies, by Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 996001 - Disclosure - Summary of Significant Account Policies (Tables) link:presentationLink link:definitionLink link:calculationLink 996002 - Disclosure - Other Current Assets (Tables) link:presentationLink link:definitionLink link:calculationLink 996003 - Disclosure - Property and Equipment (Tables) link:presentationLink link:definitionLink link:calculationLink 996004 - Disclosure - Goodwill and Business Acquisition (Tables) link:presentationLink link:definitionLink link:calculationLink 996005 - Disclosure - Intangible Assets (Tables) link:presentationLink link:definitionLink link:calculationLink 996006 - Disclosure - Accrued Expenses and Other Current Liabilities (Tables) link:presentationLink link:definitionLink link:calculationLink 996007 - Disclosure - Stockholders’ Equity (Tables) link:presentationLink link:definitionLink link:calculationLink 996008 - Disclosure - Segment Information (Tables) link:presentationLink link:definitionLink link:calculationLink 996009 - Disclosure - Income Taxes (Tables) link:presentationLink link:definitionLink link:calculationLink 996010 - Disclosure - Description of Business and Basis of Presentation (Details) link:presentationLink link:definitionLink link:calculationLink 996011 - Disclosure - Summary of Significant Account Policies (Details) link:presentationLink link:definitionLink link:calculationLink 996012 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Inventory link:presentationLink link:definitionLink link:calculationLink 996013 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs link:presentationLink link:definitionLink link:calculationLink 996014 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Disaggregated Revenues link:presentationLink link:definitionLink link:calculationLink 996015 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Contract Assets link:presentationLink link:definitionLink link:calculationLink 996016 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Lease Costs link:presentationLink link:definitionLink link:calculationLink 996017 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of ROU Lease Assets and Lease Liabilities link:presentationLink link:definitionLink link:calculationLink 996018 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Other Leases Information link:presentationLink link:definitionLink link:calculationLink 996019 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Future Lease Payments link:presentationLink link:definitionLink link:calculationLink 996020 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Diluted Net Loss Per Share link:presentationLink link:definitionLink link:calculationLink 996021 - Disclosure - Other Current Assets (Details) - Schedule of Other Current Assets link:presentationLink link:definitionLink link:calculationLink 996022 - Disclosure - Property and Equipment (Details) link:presentationLink link:definitionLink link:calculationLink 996023 - Disclosure - Property and Equipment (Details) - Schedule of Property and Equipment link:presentationLink link:definitionLink link:calculationLink 996024 - Disclosure - Goodwill and Business Acquisition (Details) link:presentationLink link:definitionLink link:calculationLink 996025 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Consideration link:presentationLink link:definitionLink link:calculationLink 996026 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 996027 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Operating Results link:presentationLink link:definitionLink link:calculationLink 996028 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Operating Results (Parentheticals) link:presentationLink link:definitionLink link:calculationLink 996029 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Carrying Amount of Goodwill link:presentationLink link:definitionLink link:calculationLink 996030 - Disclosure - Intangible Assets (Details) link:presentationLink link:definitionLink link:calculationLink 996031 - Disclosure - Intangible Assets (Details) - Schedule of Components of Intangible Assets link:presentationLink link:definitionLink link:calculationLink 996032 - Disclosure - Intangible Assets (Details) - Schedule of Estimated Amortization Expense link:presentationLink link:definitionLink link:calculationLink 996033 - Disclosure - Long-Term Equity Investment (Details) link:presentationLink link:definitionLink link:calculationLink 996034 - Disclosure - Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities link:presentationLink link:definitionLink link:calculationLink 996035 - Disclosure - Long-Term Notes Payable (Details) link:presentationLink link:definitionLink link:calculationLink 996036 - Disclosure - Stockholders’ Equity (Details) link:presentationLink link:definitionLink link:calculationLink 996037 - Disclosure - Stockholders’ Equity (Details) - Schedule of Assumptions Used in the Black-Scholes Model link:presentationLink link:definitionLink link:calculationLink 996038 - Disclosure - Stockholders’ Equity (Details) - Schedule of Warrants Activity link:presentationLink link:definitionLink link:calculationLink 996039 - Disclosure - Stockholders’ Equity (Details) - Schedule of Option Activity link:presentationLink link:definitionLink link:calculationLink 996040 - Disclosure - Stockholders’ Equity (Details) - Schedule of Stock-Based Compensation Expense for Stock Options link:presentationLink link:definitionLink link:calculationLink 996041 - Disclosure - Stockholders’ Equity (Details) - Schedule of Restricted Stock Unit Activity link:presentationLink link:definitionLink link:calculationLink 996042 - Disclosure - Redeemable Noncontrolling Interest (Details) link:presentationLink link:definitionLink link:calculationLink 996043 - Disclosure - Segment Information (Details) link:presentationLink link:definitionLink link:calculationLink 996044 - Disclosure - Segment Information (Details) - Schedule of Segment Information link:presentationLink link:definitionLink link:calculationLink 996045 - Disclosure - Income Taxes (Details) link:presentationLink link:definitionLink link:calculationLink 996046 - Disclosure - Income Taxes (Details) - Schedule of Income Taxes link:presentationLink link:definitionLink link:calculationLink 996047 - Disclosure - Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities link:presentationLink link:definitionLink link:calculationLink 996048 - Disclosure - Income Taxes (Details) - Schedule of Company’s Valuation Allowance link:presentationLink link:definitionLink link:calculationLink 996049 - Disclosure - Income Taxes (Details) - Schedule of Reconciliation of the Provision for Income Taxes link:presentationLink link:definitionLink link:calculationLink 996050 - Disclosure - Related Party Transactions (Details) link:presentationLink link:definitionLink link:calculationLink 996051 - Disclosure - Subsequent Events (Details) link:presentationLink link:definitionLink link:calculationLink 000 - Document - Document And Entity Information link:presentationLink link:definitionLink link:calculationLink XML 15 R1.htm IDEA: XBRL DOCUMENT v3.24.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2023
Mar. 27, 2024
Jun. 30, 2023
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Transition Report false    
Document Financial Statement Error Correction [Flag] false    
Entity Interactive Data Current Yes    
ICFR Auditor Attestation Flag false    
Amendment Flag false    
Document Period End Date Dec. 31, 2023    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Entity Information [Line Items]      
Entity Registrant Name ONDAS HOLDINGS INC.    
Entity Central Index Key 0001646188    
Entity File Number 001-39761    
Entity Tax Identification Number 47-2615102    
Entity Incorporation, State or Country Code NV    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Shell Company false    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Public Float     $ 43,167,707
Entity Contact Personnel [Line Items]      
Entity Address, Address Line One 53 Brigham Street    
Entity Address, Address Line Two Unit 4    
Entity Address, City or Town Marlborough    
Entity Address, State or Province MA    
Entity Address, Postal Zip Code 01752    
Entity Phone Fax Numbers [Line Items]      
City Area Code (888)    
Local Phone Number 350-9994    
Entity Listings [Line Items]      
Title of 12(b) Security Common Stock, par value $0.0001    
Trading Symbol ONDS    
Security Exchange Name NASDAQ    
Entity Common Stock, Shares Outstanding   65,600,000  
XML 16 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Auditor [Table]  
Auditor Name Rosenberg Rich Baker Berman, P.A.
Auditor Firm ID 89
Auditor Location Somerset, New Jersey
XML 17 R3.htm IDEA: XBRL DOCUMENT v3.24.1
Consolidated Balance Sheets - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Current Assets:    
Cash $ 14,979,436 $ 29,775,096
Restricted cash 42,564
Accounts receivable, net 3,429,974 104,276
Inventory, net 2,186,646 2,173,017
Note receivable 2,000,000
Other current assets 2,967,619 1,749,613
Total current assets 23,606,239 35,802,002
Property and equipment, net 4,175,958 3,023,285
Other Assets:    
Goodwill, net of accumulated impairment charges 27,751,921 25,606,983
Intangible assets, net 31,329,182 28,863,773
Long-term equity investment 1,500,000
Lease deposits 599,517 218,206
Operating lease right of use assets 4,701,865 2,930,996
Total other assets 64,382,485 59,119,958
Total assets 92,164,682 97,945,245
Current Liabilities:    
Accounts payable 5,177,022 2,965,829
Operating lease liabilities 685,099 580,593
Accrued expenses and other current liabilities 3,587,877 3,268,993
Convertible note payable, net of debt discount and issuance cost of $1,968,411 and $2,303,664, respectively 25,692,505 15,849,445
Deferred revenue 276,944 61,508
Government grant liability 520,657
Total current liabilities 35,940,104 22,726,368
Long-Term Liabilities:    
Notes payable 300,000 300,000
Convertible notes payable, net of current, net of unamortized issuance cost of $391,718 and $948,201, respectively 2,812,156 14,198,690
Accrued interest 26,844 40,965
Government grant liability net of current 2,229,047
Operating lease liabilities, net of current 5,800,710 2,456,315
Total long-term liabilities 11,168,757 16,995,970
Total liabilities 47,108,861 39,722,338
Commitments and Contingencies (Note 14)
Temporary Equity    
Redeemable noncontrolling interest 11,920,694
Stockholders’ Equity    
Preferred stock value
Common stock - par value $0.0001; 300,000,000 and 116,666,667 shares authorized at December 31, 2023 and December 31, 2022, respectively; 61,940,878 and 44,108,661 issued and outstanding, at December 31, 2023 and December 31, 2022, respectively 6,194 4,411
Additional paid in capital 231,488,999 211,733,690
Accumulated deficit (198,360,066) (153,515,194)
Total stockholders’ equity 33,135,127 58,222,907
Total liabilities and stockholders’ equity 92,164,682 97,945,245
Series A Preferred Stock    
Stockholders’ Equity    
Preferred stock value
XML 18 R4.htm IDEA: XBRL DOCUMENT v3.24.1
Consolidated Balance Sheets (Parentheticals) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Convertible note payable, net of debt discount and issuance cost (in Dollars) $ 1,968,411 $ 2,303,664
Net of unamortized debt discount and issuance cost (in Dollars) $ 391,718 $ 948,201
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 300,000,000 116,666,667
Common stock, shares issued 61,940,878 44,108,661
Common stock, shares outstanding 61,940,878 44,108,661
Series A Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
XML 19 R5.htm IDEA: XBRL DOCUMENT v3.24.1
Consolidated Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]    
Revenues, net $ 15,691,430 $ 2,125,817
Cost of goods sold 9,310,256 1,016,654
Gross profit 6,381,174 1,109,163
Operating expenses:    
General and administration 21,556,976 23,618,823
Sales and marketing 5,908,263 3,456,257
Research and development 17,145,235 24,044,005
Long-term equity investment impairment 1,500,000
Goodwill impairment 19,419,600
Total operating expenses 46,110,474 70,538,685
Operating loss (39,729,300) (69,429,522)
Other income (expense), net    
Other income (expense), net (659,625) (76,127)
Interest income 123,874 25,542
Interest expense (4,154,759) (3,761,698)
Foreign exchange loss, net (425,062)
Total other income (expense), net (5,115,572) (3,812,283)
Loss before income taxes (44,844,872) (73,241,805)
Provision for income taxes
Net loss (44,844,872) (73,241,805)
Less preferred dividends attributable to noncontrolling interest 512,207
Less deemed dividends attributable to accretion of redemption value 1,001,538
Net loss attributable to common stockholders $ (46,358,617) $ (73,241,805)
Net loss per share - basic (in Dollars per share) $ (0.88) $ (1.73)
Weighted average number of common shares outstanding, basic (in Shares) 52,740,215 42,242,525
XML 20 R6.htm IDEA: XBRL DOCUMENT v3.24.1
Consolidated Statements of Operations (Parentheticals) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]    
Net loss per share - diluted $ (0.88) $ (1.73)
Weighted average number of common shares outstanding, diluted 52,740,215 42,242,525
XML 21 R7.htm IDEA: XBRL DOCUMENT v3.24.1
Consolidated Statements of Stockholders’ Equity - USD ($)
Redeemable Noncontrolling Interest
Common Stock
Additional Paid in Capital
Accumulated Deficit
Total
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      
Preferred dividends attributable to redeemable noncontrolling interest        
Issuance of shares in connection with acquisition $ 78 5,943,522 5,943,600
Issuance of shares in connection with acquisition (in Shares)   780,000      
Shares issued as per ATM agreement (Net of offering costs) $ 86 6,090,330 6,090,416
Shares issued as per ATM agreement (Net of offering costs) (in Shares)   864,674      
Issuance of shares in connection with acquisition $ 2 75,518 75,520
Issuance of shares in connection with acquisition (in Shares)   16,000      
Delivery of shares for restricted stock units $ 101 (101)
Delivery of shares for restricted stock units (in Shares)   1,011,165      
Issuance of shares for payment on convertible debt $ 42 1,199,958 1,200,000
Issuance of shares for payment on convertible debt (in Shares)   415,161      
Issuance of shares upon exercise of options $ 3 64,906 64,909
Issuance of shares upon exercise of options (in Shares)   31,057      
Stock-based compensation 5,857,435 5,857,435
Net loss (73,241,805) (73,241,805)
Balance at Dec. 31, 2022 $ 4,411 211,733,690 (153,515,194) 58,222,907
Balance (in Shares) at Dec. 31, 2022 44,108,661      
Sale of redeemable preferred stock in Ondas Networks, net of issuance costs $ 10,406,949 (307,665) (307,665)
Sale of redeemable preferred stock in Ondas Networks, net of issuance costs (in Shares) 429,123        
Issuance of warrants in connection with the sale of redeemable preferred stock in Ondas Networks 4,593,051 4,593,051
Preferred dividends attributable to redeemable noncontrolling interest 512,207 (512,207) (512,207)
Accretion of redeemable preferred stock in Ondas Networks 1,001,538 (1,001,538) (1,001,538)
Issuance of shares in connection with acquisition of Airobotics, Ltd. $ 284 5,261,654 5,261,938
Issuance of shares in connection with acquisition of Airobotics, Ltd. (in Shares)   2,844,291      
Assumption of vested stock options in connection with acquisition of Airobotics, Ltd. 700,690 700,690
Issuance of shares in connection with acquisition $ 5 85,795 85,800
Issuance of shares in connection with acquisition (in Shares)   46,129      
Delivery of shares for restricted stock units $ 82 (82)
Delivery of shares for restricted stock units (in Shares)   824,733      
Issuance of shares for payment on convertible debt $ 1,403 9,847,884 9,849,287
Issuance of shares for payment on convertible debt (in Shares)   14,028,022      
Issuance of shares upon exercise of options $ 9 40,329 40,338
Issuance of shares upon exercise of options (in Shares)   89,042      
Stock-based compensation 1,047,398 1,047,398
Net loss (44,844,872) (44,844,872)
Balance at Dec. 31, 2023 $ 11,920,694 $ 6,194 $ 231,488,999 $ (198,360,066) $ 33,135,127
Balance (in Shares) at Dec. 31, 2023 429,123 61,940,878      
XML 22 R8.htm IDEA: XBRL DOCUMENT v3.24.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (44,844,872) $ (73,241,805)
Adjustments to reconcile net loss to net cash flows used in operating activities:    
Depreciation 844,833 449,458
Amortization of debt discount and issuance cost 3,139,779 3,545,843
Amortization of intangible assets 4,147,092 3,570,090
Amortization of right of use asset 1,060,398 833,940
Retirement of assets 52,595 382,060
Loss on intellectual property 12,223 12,343
Impairment of goodwill 19,419,600
Impairment of long-term equity investment 1,500,000
Impairment of right of use asset and leasehold improvements 1,383,537
Impairment of property and equipment 1,127,768
Change in fair value of government grant liability 427,208
Stock-based compensation 1,047,398 5,857,435
Changes in operating assets and liabilities:    
Accounts receivable (3,213,453) 1,108,919
Inventory 1,481,078 (994,672)
Other current assets (415,217) (300,003)
Deposits and other assets (318,460)
Accounts payable 1,241,951 554,744
Deferred revenue (1,387,099) (450,889)
Operating lease liability (812,249) (684,205)
Accrued expenses and other current liabilities (494,029) 1,974,066
Net cash flows used in operating activities (34,019,519) (37,963,076)
CASH FLOWS FROM INVESTING ACTIVITIES    
Patent costs (70,081) (49,501)
Purchase of equipment (211,035) (2,880,900)
Proceeds from sale of equipment 48,768
Cash paid for Ardenna Inc. asset acquisition (900,000)
Cash paid for Iron Drone asset acquisition (135,000)
Cash acquired on the acquisition of Airobotics Ltd. 1,049,454
Investment in Dynam A.I. (1,000,000)
Cash paid for Field of View LLC asset acquisition (145,833) (104,167)
Cash disbursement on note receivable (2,000,000)
Net cash flows provided by (used in) investing activities 536,273 (6,934,568)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from exercise of stock options and warrants 40,338 64,909
Proceeds from convertible notes payable, net of issuance costs 9,309,513 27,702,292
Proceeds from government grant 189,752
Proceeds from sale of redeemable preferred stock in Ondas Networks, net of issuance costs 14,692,335
Payments on convertible notes payable (4,354,911)
Payments on government grant liability (6,576)
Payments on loan payable (1,140,301)
Proceeds from sale of shares under ATM agreement 6,090,416
Net cash flows provided by financing activities 18,730,150 33,857,617
Decrease in cash, cash equivalents, and restricted cash (14,753,096) (11,040,027)
Cash, cash equivalents, and restricted cash beginning of period 29,775,096 40,815,123
Cash, cash equivalents, and restricted cash end of period 15,022,000 29,775,096
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:    
Cash paid for interest 176,542 14,187
Cash paid for income taxes
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:    
Preferred dividends attributable to redeemable noncontrolling interest 512,207
Common stock and vested stock options in relation to acquisition of Airobotics, Ltd. 5,962,628
Common stock in relation to acquisition of the assets of Iron Drone, Ltd. 85,000
Debt exchanged for common stock 9,849,287 1,200,000
Warrants in relation to sale of redeemable preferred stock in Ondas Networks 4,593,051
Accretion of redeemable preferred stock in Ondas Networks 1,001,538
Non-cash consideration for purchase of intangible assets 6,019,120
Operating leases right-of-use assets obtained in exchange of lease liabilities $ 3,875,700 $ 2,928,911
XML 23 R9.htm IDEA: XBRL DOCUMENT v3.24.1
Description of Business and Basis of Presentation
 12 Months Ended
Dec. 31, 2023
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. On January 23, 2023, we acquired Airobotics, Ltd. (“Airobotics”), an Israeli-based developer of autonomous drone systems. See Note 5 – Goodwill and Business Acquisition. On December 6, 2023, the Company formed Ondas Autonomous Holdings Inc. (“OAH”), a Nevada corporation, as an intermediate holding company which now wholly-owns American Robotics and Airobotics.

 

As a result, Ondas Networks, OAH, American Robotics and Airobotics became our subsidiaries. These subsidiaries are now Ondas’ primary focus. Ondas’ corporate headquarters are located in Marlborough, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, American Robotics’ offices and facilities are located in Sparks, Maryland and Marlborough, Massachusetts, and Airobotics’ offices and facilities are located in Petah Tikva, Israel.

 

Business Activity

 

Ondas is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks, OAH, Airobotics, and American Robotics. Airobotics is an Israeli-based developer of autonomous drone systems. American Robotics is a leading developer of highly automated commercial drone systems. Airobotics and American Robotics operate together under OAH as a separate business unit called Ondas Autonomous Systems. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments, and the following is a discussion of each segment.

 

On February 14, 2023, the Company announced the formation of Ondas Autonomous Systems, a new business unit to manage the combined drone operations of subsidiaries American Robotics and Airobotics. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems 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. We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing serial-based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. 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 802.16 standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we continue to take a leadership position in IEEE as it relates to wireless networking for industrial markets. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and end markets.

 

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

 

Ondas Autonomous Systems

 

Our Ondas Autonomous Systems business unit develops and integrates drone-based solutions focusing on high-performance critical applications for government and Tier-1 commercial enterprises. Ondas is marketing comprehensive drone-based solutions to address the needs of governmental and commercial customers based on its commercially available platforms: the Optimus System™, a fully autonomous drone platform capable of continuous and multipurpose aerial data capturing and analytics, and the Iron Drone Raider™, a fully autonomous interceptor drone designed to neutralize small hostile drones. Airobotics acquired the assets of Iron Drone on March 6, 2023.

 

Our unique, fully autonomous platforms enable cutting-edge aerial capabilities and are designed to serve and protect critical infrastructure and operations. Our business focuses on end-user entities in Public Safety, Defense, Homeland Security, Smart City, Port Authorities, State Departments, and other governmental entities together with commercial customers of industrial sensitive facilities such as Oil & Gas, Seaports, Mining, and Heavy Construction. For these industries, Ondas Autonomous Systems provides specialized real-time aerial data capturing and aerial protection solutions in the most complex environments such as urban areas, sensitive and critical facilities and field area operations, and high-priority projects. In addition, we offer a wide suite of supplementary, enabling services for successful implementation such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations.

 

Our portfolio companies, American Robotics and Airobotics, form a unique, powerful, and synergistic combination covering all the aspects required for successful Aerospace business together with data technologies and services for digital transformation industries. Our companies are specialized in addressing all the challenges arising along these types of product lifecycles including research and development, manufacturing, certification, and ongoing support.

 

Ondas Autonomous Systems and its portfolio companies have already gained a track record of industry-leading regulatory successes including the securing of the first-of-its-kind Type Certification (TC) from the FAA for the Optimus 1-EX UAV on September 25, 2023, becoming the first autonomous security data capture UAV to achieve this distinction. TC, recognized as the highest echelon of Airworthiness Certification, streamline operational approvals for broad flight operations over people and infrastructure. The certification verifies the compliance of the system’s design with the required FAA airworthiness and noise standards, ensuring safe operation within the US National Airspace System (NAS) thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA Type Certification will enable drone operations beyond-visual-line-of-sight (BVLOS) without a human operator on-site. With a strong footprint in the US market and worldwide, we believe that Ondas Autonomous Systems is well-positioned with proven technology, a unique offering, and strong capabilities to strategically transform critical operations with our cutting-edge drone tech and capabilities.

 

Liquidity  

 

We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2023, we had an accumulated deficit of approximately $198,360,000. On December 31, 2023, we had net long-term borrowings outstanding of approximately $5,368,000 net of debt discount and issuance costs of approximately $392,000 and short-term borrowings outstanding of approximately $26,213,000, net of debt discount and issuance costs of approximately $1,968,000. On December 31, 2023, we had cash and restricted cash of approximately $15,022,000 and a working capital deficit of approximately $12,334,000.

 

In October 2022, the Company entered into a convertible debt agreement, which provided cash proceeds of approximately $27,702,000. Also in 2022, the Company raised approximately $6,090,000 through the ATM Offering. In 2023, we raised approximately $14,692,000 of net proceeds from the sale redeemable preferences shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $9,310,000 from a second convertible debt agreement. In February 2024, we raised gross proceeds of approximately $4,500,000 from issuing additional redeemable preference shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $4,100,000 from issuing common stock in Ondas Holdings and warrants in OAH.

 

We expect to fund our operations for the next twelve months from the filing date of this Annual Report on Form 10-K from the cash on hand as of December 31, 2023, proceeds from the 2024 financing activities discussed above, gross profits generated from revenue growth, potential prepayments from customers for purchase orders, potential proceeds from warrants issued and outstanding, and additional funds that we may seek through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. There is substantial doubt that the funding plans will be successful and therefore the conditions discussed above have not been alleviated. As a result, there is substantial doubt about the Company’s ability to continue as a going concern for one year from April 1, 2024, the date the Consolidated Financial Statements were available to be issued.

 

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. 

 

Inflation Reduction Act of 2022 and Tax Cuts and Jobs Act of 2017

 

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) for tax years beginning after December 31, 2022. We do not expect the Corporate AMT to have a material impact on our Consolidated Financial Statements. Additionally, the IRA imposes a 1% excise tax on net repurchases of stock by certain publicly traded corporations. The excise tax is imposed on the value of the net stock repurchased or treated as repurchased. The new law will apply to stock repurchases occurring after December 31, 2022. 

 

Under the Tax Cuts and Jobs Act of 2017, we are required to capitalize R&D expenses for tax purposes and amortize over five years for domestic based expenses and fifteen years for foreign expenses. Given our tax net operating loss carryforward position we do not expect this change to have a material impact on our financial statements.
XML 24 R10.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies
 12 Months Ended
Dec. 31, 2023
Summary of Significant Account 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 subsidiaries, Ondas Networks, American Robotics, and Airobotics. All inter-company accounts and transactions between these entities have been eliminated in these Consolidated Financial Statements. The functional currency of the Company and all of our subsidiaries is the U.S. dollar.

 

Business Combinations

 

We utilize the purchase method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Ondas’ results of operations beginning on the respective acquisition dates and that assets acquired, and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the Consolidated Statements of Operations. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired, and liabilities assumed in certain cases, may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. 

 

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. The impairment of Goodwill was $0 and $19,419,600 for the years ended December 31, 2023 and 2022, respectively, see Note 5 – Goodwill and Business Acquisition, for further details.

 

Intangible assets represent patents, licenses, software 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 3 years for software; 10 years for patents; 3-10 years for developed technology, 10 years for licenses, trademarks, marketing-related assets 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 Ondas Autonomous Systems 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, fair values of financial instruments and goodwill, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.

 

Cash, Cash Equivalents, and Restricted Cash

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2023 and 2022, 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, 2023, the Company has maintained balances in excess of federally insured limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits.

 

Accounts Receivable

 

Accounts receivable are stated at a gross invoice amount less an allowance for credit losses as well as net of any discounts or other forms of variable consideration. 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, 2023 and 2022.

 

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, 2023 and 2022, such reserves were $100,254.

 

Inventory consists of the following:

 

   December 31,
2023		   December 31,
2022		 
Raw Material  $1,499,727   $2,041,776 
Work in Process   782,770    89,080 
Finished Goods   4,403    142,415 
Less Inventory Reserves   (100,254)   (100,254)
Total Inventory, Net  $2,186,646   $2,173,017 

 

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) 3 to 7 years for computer equipment, (ii) 5 years for vehicles and docking stations and drones, (iii) 7 - 17 years for furniture and fixtures, (iv) 5 to 7 years for development equipment, and (v) 3 years for machinery and equipment. 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, 2023 and December 31, 2022, 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 are 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 impairment of long-lived assets was $2,523,528 and $12,343 for the years ended December 31, 2023 and 2022, respectively. For additional information on the asset impairment charges, see Note – 2 Summary of Significant Account Policies, Leases, and Note 4 – Property and Equipment.

 

Research and Development

 

Costs for research and development are expensed as incurred except for research and development equipment with alternative future use. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.

 

Fair Value of Financial Instruments

 

Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments. Our financial assets measured at fair value on a nonrecurring basis include right of use assets, goodwill and intangibles, which are adjusted to fair value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Our estimate of the fair value of right of use assets, goodwill and intangibles are based on expected future cash flows and actual results may differ from those estimates.

 

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 Company had no assets or liabilities that were required to be valued at fair value as of December 31, 2022. The Company had Level 3 assets that are required to be valued at fair value as of December 31, 2023, see Note – 2 Summary of Significant Account Policies, Leases, and Note 4 – Property and Equipment.

 

The Company also had Level 3 liabilities that are required to be valued at fair value as of December 31, 2023. The fair value of the government grant liability is determined as the sum of 3% royalty payments on forecasted future sales, discounted using the effective interest method. As of December 31, 2023, the Company made the following assumptions: (i) royalty payments will be made on future sales through 2026, and (ii) the effective interest rate is a range of 17-19%. The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs:

 

   Government
Grant
Liability		 
Balance as of January 24, 2023  $1,783,403 
Repayment on liability   (6,576)
Government grant liability assumed from Iron Drone asset purchase   307,122 
Fair value adjustment to government grant liability assumed from Iron Drone asset purchase   48,795 
Government grant proceeds received, adjusted to fair value   128,803 
Net Loss on change in fair value of liability   488,157 
Balance as of December 31, 2023  $2,749,704 

   

Deferred Offering Costs

 

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financing is consummated. After consummation of equity financing, 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 financing 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, 2023 and 2022, the Company recorded a reduction in proceeds received of $0 and $35,841, respectively, related to the ATM Offering. See Note 10 – Stockholders’ Equity.

 

On July 11, 2023, the Company and the Sales Agent (as defined below), mutually agreed to terminate the ATM Agreement (as defined below), and the Company expensed the remaining deferred offering costs of $145,293 during the year ended December 31, 2023. For the year ended December 31, 2022, the Company expensed offering costs of $45,823. The deferred offering costs outstanding as of December 31, 2023 and 2022, were $0 and $145,293, respectively.

 

Government Grants

 

The Government liability was assumed through the acquisition of Airobotics and asset purchase of Iron Drone. Airobotics and Iron Drone received government grants from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”), and the grant funds are repayable to the extent that future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses.

 

At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, which is 17-19%, and if so, the appropriate amount of the liability is derecognized through other income (expense). Amounts paid as royalties are treated as a reduction of the liability. Royalty payments are due every nine months. There is no maturity date. The liability exists until it is paid in full through royalty payments or the Company reports to the IIA there will be no further sales, and they accept this.

 

Redeemable Noncontrolling Interests

 

On July 9, 2023, Ondas Networks Inc. entered into an Agreement with a third party for the sale of redeemable preferred stock in Ondas Networks. The preferred stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price and can be redeemed at the request of the Holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock (see Note 11 – Redeemable Noncontrolling Interest). The applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result, the Company recorded the noncontrolling interest as redeemable noncontrolling interest and classified it in temporary equity within its consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to accrete the redeemable noncontrolling interest to the full redemption value as of the earliest redemption date by accruing dividends at 8% per annum and accreting the redemption value to two times the initial investment over five years using the effective interest rate method.

 

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 U.S. 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 (“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 in determining the fair value of Share-based Awards. The expected term is based on the “simplified method”, due to the Company’s limited option exercise history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. 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 the Company’s common stock, par value $0.0001 (the “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 Statements of Operations.

 

Advertising and Promotional Expenses

 

We expense advertising and promotional costs as incurred. We recognized expense of $182,070 and $80,934 for the years ended December 31, 2023, and 2022, respectively. These costs are included in Sales and marketing on the accompanying Consolidated Statements of Operations.

 

Post-Retirement Benefits

 

We have one 401(k) Savings Plan for US employees that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this 401(k) Plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We recognized expense of $328,357 and $351,837 for the years ended December 31, 2023, and 2022, respectively.

 

Airobotics’ post-employment benefits are usually funded by deposits with insurance companies and are classified as defined deposit plans or defined benefit plans. Airobotics’ has defined deposit plans, in accordance with Section 14 of Severance Compensation Israeli Law, 1963, according to which Airobotics regularly makes its payments without having a legal or implied obligation to make additional payments even if the fund has not accumulated sufficient amounts to pay all employee benefits, in the current period and in previous periods. Deposits to a defined benefit plan for severance pay or benefits, are recognized as an expense when deposited with the plan in parallel with receiving work services from the employee. All of Airobotics’ employees in Israel are subject to Section 14 of Severance Compensation Israeli Law. We recognized expense of $624,758 for the period of January 24, 2023 through December 31, 2023 related to these post-employment benefits.

 

Revenue Recognition

 

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

 

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.

  

Ondas Autonomous Systems generates revenue through the sales of their Optimus system and separately priced support, maintenance and ancillary services directly related to the sale of the Optimus system. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems.

 

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.

 

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 their autonomous systems, it is held in deferred revenue and recognized after operation commences over the length of the subscription service.

  

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, 2023 and 2022, 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, 2023 and 2022, 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, 2023 and 2022, 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 over time.

 

Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, in 2023, a significant portion of this revenue is generated from one parent customer 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 either recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied recognized, or 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, depending on the contract.

 

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.

  

Ondas Autonomous Systems’ product revenue is comprised of sales of the Optimus system which includes a drone, docking station, different flown sensors (payloads), communications system, batteries, and others. The Optimus system 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.

  

Ondas Autonomous Systems’ service revenue is comprised of separately priced support and maintenance sales, as well as ancillary services directly related to the sale of the Optimus system including product training, installation, and onsite support. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. The customer pays for a monthly, annual, or multi-annual subscription service to remotely access the data collected by their autonomous systems. 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 based on the stand-alone selling prices of these performance obligations, which are stated in our contracts.

 

Ondas Autonomous Systems’ payment terms vary and range from Net 30 days to Net 60 days from the date of the invoices for product and services related revenue. Ondas Autonomous Systems’ 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.

 

Disaggregation of Revenue

 

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

 

   Years Ended
December 31,		 
   2023   2022 
Type of Revenue        
Product revenue  $12,102,388   $872,660 
Service and subscription revenue   2,126,560    319,140 
Development revenue   1,462,482    934,017 
Total revenue  $15,691,430   $2,125,817 

 

   Years Ended
December 31,		 
   2023   2022 
Timing of Revenue        
Revenue recognized point in time  $14,071,906   $872,660 
Revenue recognized over time   1,619,524    1,253,157 
Total revenue  $15,691,430   $2,125,817 

 

   Years Ended
December 31,		 
   2023   2022 
Country of Revenue, based on location services were provided or product was shipped to:        
United States  $5,717,832   $2,125,817 
United Arab Emirates   8,521,393    - 
United Kingdom   995,357    - 
Israel   429,107    - 
India   27,741    - 
Total revenue  $15,691,430   $2,125,817 

 

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 we have recognized revenue over time in accordance with meeting our performance obligation but are unable to invoice the customer yet based on the contractual invoicing terms. The contract asset is reclassified to a receivable when the right to consideration becomes unconditional. The table below details the activity in our contract assets during the year ended December 31, 2023. We did not have any contract assets recorded as of December 31, 2022. Contract assets are included in Other current assets on the Consolidated Balance Sheet.

 

   Year Ended
December 31,
2023		 
Balance at beginning of period  $- 
Contract assets recognized   928,995 
Reclassification to Accounts receivable, net   (109,888)
Balance at end of period  $819,107 

 

We recognize a contract liability (deferred revenue) when we receive consideration from a customer, or if we have the unconditional right to consideration (i.e., a receivable), prior to 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, 2023 and 2022.

 

   Years Ended
December 31,		 
   2023   2022 
Balance, beginning of year  $61,508   $512,397 
Additions   2,438,655    527,268 
Transfer to revenue   (2,223,219)   (978,157)
Balance, end of year  $276,944   $61,508 

 

Revenue recognized during the year ended December 31, 2023 that was included in the contract liability opening balance was $61,508.

 

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 obligation as of December 31, 2023 and 2022 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, 2023, the Company’s operating leases consisted of office spaces in Sunnyvale, CA, Marlborough, MA (the “American Robotics Lease”), Waltham, MA (the “Waltham Lease”), and Petah Tikva, Israel (the “Airobotics Leases”).

 

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 April 1, 2023, the Company amended the 2021 Gibraltar Lease to extend the lease through September 30, 2023, wherein the base rate is $65,676 per month. On November 6, 2023, the Company amended the 2021 Gibraltar Lease, as amended to further extend the lease through June 30, 2024, wherein the base rate is $68,959 per month.

 

On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, located in Marlborough, Massachusetts, 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 the American Robotics 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 31, 2024. On November 10, 2023, American Robotics amended the American Robotics Lease, as amended to extend the existing lease term from January 31, 2024 to January 31, 2026 and to relinquish a portion of the leased outdoor space. The annual base rent is $14,586 per month starting February 1, 2024, with an annual increase of 3.5% through January 2026. These facilities also serve as Ondas’ corporate headquarters.

 

On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. The Waltham Lease commenced on March 1, 2022, and is scheduled to 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.

 

On January 23, 2023, the Company acquired Airobotics and the Airobotics Leases, which includes office space in Petah Tikva, Israel leased according to three different lease agreements. Each agreement is with respect to different sections of the entire leased area and are in effect through December 31, 2023, February 28, 2024, and November 30, 2024 wherein the base rate of the entire leased area is approximately $20,500 per month.

 

On August 7, 2023, Ondas Networks entered into a 72-month lease agreement with the owner and landlord of office space in Sunnyvale, CA (the “Oakmead Lease”). The Oakmead Lease commenced on October 1, 2023, and is an operating lease through September 30, 2029. Base rent is $77,533 per month, increasing approximately 3% annually, with a security deposit due in the amount of $269,428. Base rent shall be abated during the first twelve months of the term of the lease.

 

On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, the remaining lease term, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease. This event indicated that the carrying amount of the right of use asset, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts (the “Asset Group”) may not be recoverable. The Asset Group was tested for recoverability using the undiscounted cash flows from the sublease and the Company found the Asset Group to be impaired. The Company determined the Level 3 fair value of the Asset Group using the sum of future cash flows from the sublease, discounted to the present value using an assumed discount rate of 10.5%. Based on this valuation, the Company recorded an impairment charge of $1,383,536 related to the right of use asset associated with this Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023.

 

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,		 
   2023   2022 
Components of total lease costs:        
Operating lease expense  $1,231,198   $1,151,453 
Common area maintenance expense   277,865    103,691 
Short-term lease costs (1)   813,797    48,870 
Total lease costs  $2,322,860   $1,304,014 

 

(1)Represents short-term leases with an initial term of 12 months or less, which are immaterial.

 

Lease Positions as of December 31, 2023 and 2022

 

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

 

   December 31, 
   2023   2022 
Assets:        
Operating lease assets  $4,701,865   $2,930,996 
Total lease assets  $4,701,865   $2,930,996 
           
Liabilities:          
Operating lease liabilities, current  $685,099   $580,593 
Operating lease liabilities, net of current   5,800,710    2,456,315 
Total lease liabilities  $6,485,809   $3,036,908 

 

Other Leases Information

 

   Years ended
December 31,		 
   2023   2022 
Operating cash flows for operating leases  $1,038,556   $878,627 
           
Weighted average remaining lease term (in years)- operating lease   4.73    5.86 
Weighted average discount rate – operating lease   9.99%   5.78%

 

Undiscounted Leases Cash Flows

 

Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows:

 

Years ending December 31,    
2024   815,880 
2025   1,802,201 
2026   1,653,139 
2027   1,568,688 
2028   1,616,022 
Thereafter   999,204 
Total future minimum lease payments  $8,455,134 
Lease imputed interest   (1,969,325)
Total  $6,485,809 

  

Net Loss Per Common Share

 

Basic net loss per share is computed by dividing net loss available to common stockholders (the numerator) by the weighted average number of shares of Common Stock outstanding for each period (the denominator). Income available to common stockholders shall be computed by deducting the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income.

 

The computation of diluted net loss per share is similar to the computation of basic net loss per share except that the numerator may have to adjust for any dividends and income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of common stock, and the denominator may have to adjust to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued during the period to reflect the potential dilution that could occur from shares of common stock issuable through stock options, warrants, restricted stock units, or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and restricted stock units, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260. Because of the net loss for the years ended December 31, 2023 and 2022, the impact of including this in our computation of diluted net loss per share was anti-dilutive.

 

The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

 

   Years Ended
December 31,		 
   2023   2022 
Warrants to purchase common stock   12,566,092    1,901,802 
Options to purchase common stock   4,854,507    2,412,286 
Potential shares issuable under 2022 Convertible Exchange Notes   62,084,776    24,177,835 
Potential shares issuable under 2023 Additional Notes   29,125,732    - 
Restricted stock units   554,466    1,111,617 
Total potentially dilutive securities   109,185,573    29,603,540 

  

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, 2023, the Company was approximately $13,972,000 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 maintain an allowance for credit losses.

  

Concentration of Customers

 

Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. Revenue from significant customers, those representing 10% or more of total revenue, was composed of three customers accounting for 42%, 33% and 22% of the Company’s revenue for the year ended December 31, 2023, respectively. One customer accounted for 89% of the Company’s revenue for the year ended December 31, 2022.

 

Accounts receivable from significant customers, those representing 10% or more of the total accounts receivable, were composed of three customers accounting for 61%, 22% and 12%, respectively, of the Company’s accounts receivable balance as of December 31, 2023. Two customers accounted for 67% and 33% of the Company’s accounts receivable balance as of December 31, 2022, respectively.

 

Recently Adopted Accounting Pronouncements and SEC Rules

 

As of January 1, 2023, the Company adopted the following Accounting Standards Updates (ASU), and the adoption had no impact on our accompanying Consolidated Financial Statements:

 

  1. ASU No. 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures, as an amendment to ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

 

  2. ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers; and

 

  3. ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

 

On September 29, 2022, the Financial Accounting Standards Board (FASB) issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. Under the new ASU, a company that uses a supplier finance program in connection with the purchase of goods or services will be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU No. 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, except for the roll forward of the supplier finance program obligations, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The adoption of this pronouncement as of January 1, 2023 did not have a material impact on our accompanying Consolidated Financial Statements.

 

In July 2023, the SEC adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring disclosure of material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy and governance in annual reports. The Company has included the Regulation S-K Item 1C disclosure requirements under this rule in our Annual Report on Form 10-K for the year ended December 31, 2023. Incident disclosure requirements in Form 8-K will be effective for us on June 15, 2024. 

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

On September 30, 2022, the FASB issued ASU No. 2022-03, which (1) clarifies existing guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and (2) introduces new disclosure requirements for equity securities subject to contractual sale restrictions. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security. Instead, the contractual sale restriction is a characteristic of the reporting entity. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. Additionally, the ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.

 

In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.

 

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.

 

In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets”, which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company’s Consolidated Financial Statements

 

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.

 

Reclassification

 

Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.
XML 25 R11.htm IDEA: XBRL DOCUMENT v3.24.1
Other Current Assets
 12 Months Ended
Dec. 31, 2023
Other Current Assets [Abstract]  
OTHER CURRENT ASSETS

NOTE 3 – OTHER CURRENT ASSETS

 

Other current assets consist of the following:

 

   Years Ended
December 31,		 
   2023   2022 
Prepaid insurance  $1,035,071   $782,538 
Advance to vendors   442,727    323,698 
Deferred offering costs   -    145,293 
Contract asset   819,107    - 
VAT input credit   232,048    - 
Receivables from employees   40,117    - 
Other prepaid expenses and current assets   398,549    498,084 
Total other current assets  $2,967,619   $1,749,613 
XML 26 R12.htm IDEA: XBRL DOCUMENT v3.24.1
Property and Equipment
 12 Months Ended
Dec. 31, 2023
Property and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

   Years Ended
December 31,		 
   2023   2022 
         
Vehicles  $149,916   $149,916 
Computer equipment   363,141    348,408 
Furniture and fixtures   332,804    461,352 
Leasehold improvements   2,534,014    2,093,812 
Development equipment   294,288    342,142 
Drones and base stations   3,928,958    - 
Machinery and Equipment   60,321    - 
Construction in progress   395,340    330,541 
    8,058,782    3,726,171 
Less: accumulated depreciation   (3,882,824)   (702,886)
Total property and equipment  $4,175,958   $3,023,285 

 

Depreciation expense for the years ended December 31, 2023 and 2022 was $844,833 and $449,458, respectively. For the year ended December 31, 2023, the Company recognized a loss on disposal of Computer equipment of $52,595. For the year ended December 31, 2022, the Company recognized a loss on disposal of obsolete Drones and base stations totaling $382,060. Loss on disposal of assets is included in Other income (expense), net in the Company’s Consolidated Statements of Operations for the years ended December 31, 2023 and 2022. As of December 31, 2023, there was $1,939,716 of net property and equipment located in Israel and $298,363 of net property and equipment located in United Arab Emirates.

 

In connection with the American Robotics sublease effective January 15, 2024, see Note – 2 Summary of Significant Account Policies, Leases, the Company recorded an impairment charge of $1,127,769 related to the Leasehold improvements and Furniture and fixtures associated with the Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023. 
XML 27 R13.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Business Acquisition
 12 Months Ended
Dec. 31, 2023
Goodwill and Business Acquisition [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.

 

Airobotics Transaction

 

On January 23, 2023, the Company, completed the acquisition of Airobotics, pursuant to the Agreement of Merger, dated as of August 4, 2022 (the “Original Airobotics Agreement”), and that certain Amendment to Agreement of Merger, dated November 13, 2022 (the “Airobotics Amendment,” and together with the Original Airobotics Agreement, the “Airobotics Agreement”), by and among the Company, Talos Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Airobotics. In accordance with the terms of the Airobotics Agreement, Merger Sub merged with and into Airobotics (the “Merger”), with Airobotics continuing as the surviving company of the Merger and as a wholly owned subsidiary of the Company.

 

At the effective time of the Merger (the “Effective Time”), each ordinary share of Airobotics, par value NIS 0.01 per share (the “Airobotics Ordinary Shares”), issued and outstanding (other than shares owned by Airobotics or its subsidiaries (dormant or otherwise) or by the Company or Merger Sub) was converted into, and exchanged for 0.16806 (the “Exchange Ratio”) fully paid and nonassessable shares of Common Stock of the Company, without interest and subject to applicable tax withholdings (“Merger Consideration”). All fractional shares of the Company Common Stock that would have otherwise been issued to a holder of Airobotics Ordinary Shares as part of the Merger Consideration were rounded up to the nearest whole share based on the total number of shares of the Company’s Common Stock issued to such holder of Airobotics Ordinary Shares. Holders of Airobotics Ordinary Shares received approximately 2.8 million shares as consideration (excluding approximately 1.7 million shares underlying equity awards to be outstanding following the Merger).

  

As provided in the Airobotics Agreement, each outstanding option, warrant or other right, whether vested or unvested, to purchase Airobotics Ordinary Shares (each, an “Airobotics Stock Option,” and collectively, the “Airobotics Stock Options”) issued pursuant to the Airobotics Ltd. 2015 Israeli Share Option Plan and 2020 Incentive Equity Plan (the “Airobotics Plans”), was assumed by Ondas and converted as of the Effective Time into an option, warrant or right, as applicable, to purchase shares of Company Common Stock. Subject to the terms of the relevant Airobotics Stock Option, each Airobotics Stock Option is deemed to constitute an option, warrant, or other right, as applicable, to purchase, on substantially the same terms and conditions as were applicable under such Airobotics Stock Option, a number of shares of Company Common Stock equal to the number of shares of Company Common Stock (rounded up to the nearest whole share) that the holder of such Airobotics Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option, warrant, or right to purchase full Airobotics Ordinary Shares immediately prior to the Effective Time at a price per share of Company Common Stock (rounded down to the nearest whole cent) equal to (i) the former per share exercise price for Airobotics Ordinary Shares otherwise purchasable pursuant to such Airobotics Stock Option, divided by (ii) the Exchange Ratio.

 

As a result of the Merger, the Company is dual listed on The Nasdaq Stock Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”). The first trading day of the Company’s shares on TASE was January 26, 2023. On February 8, 2024, the Company took steps to voluntarily delist the Company’s common stock from trading on TASE. Pursuant to Israeli law, the delisting of the Company’s Common Stock is expected to take effect three months following the date of the Company’s request to the TASE to delist the Company’s common stock, which occurred on February 8, 2024. The Company’s Common Stock will continue to be listed for trading on Nasdaq, and all of the shares traded on the TASE are expected to be transferred to Nasdaq where they can continue to be traded. See the Current Report on Form 8-K filed with the SEC on February 8, 2024 for further details.

 

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

 

Purchase price consideration    
Common Stock – 2,844,291 Shares  $5,261,938 
Vested Stock Options – 773,244 Shares   700,690 
Warrants – 586,440 Warrants to purchase shares   - 
Total purchase price consideration  $5,962,628 
      
Estimated fair value of assets acquired:     
Cash and cash equivalents and restricted cash  $1,049,454 
Accounts receivable   112,245 
Inventory   1,494,707 
Other current assets   835,664 
Property and equipment   3,015,602 
Right of use asset   339,104 
Intangible assets   5,977,926 
Other long-term assets   62,851 
Total estimated fair value of assets acquired   12,887,553 
      
Estimated fair value of liabilities assumed:     
Accounts payable   969,242 
Customer Prepayments   1,602,535 
Government grant liability   1,783,403 
Other loans   1,140,301 
Other payables   1,156,057 
Lease liabilities   385,450 
Loan from related party   2,032,875 
Total estimated fair value of liabilities assumed   9,069,863 
      
Net Assets Acquired  $3,817,690 
      
Goodwill  $2,144,938 

 

The exercise price of the warrants included in the purchase price consideration far exceeded the Company’s stock price at the date of acquisition, thus the value of warrants was deemed de minimis.

 

The intangible assets acquired include the developed technology, marketing-related assets, and customer relationships (see Note 6 – Intangible Assets). The final purchase price allocation has changed from the preliminary allocation because of changes in the valuation of property and equipment and intangibles. During the year ended December 31, 2023, measurement period adjustments were made of (1) $68,483 to reduce the estimated fair value of property and equipment and increase goodwill, respectively, and (2) $80,000 to reduce the valuation of the customer relationships intangible asset and increase goodwill, respectively.

 

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.

 

Our results for the year ended December 31, 2023 include results from Airobotics between January 24, 2023 and December 31, 2023. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Airobotics had occurred on January 1, 2022. 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, 2022 or what the Company’s operating results will be in future periods. 

 

  

(Unaudited)

Years Ended
December 31,

 
   2023   2022 
Revenue, net  $15,723,466   $2,874,232 
Net loss  $(45,195,015)  $(85,966,141)
Net Loss Per Share – basic and diluted  $(0.86)  $(1.90)

 

Goodwill Impairment

 

The Company has recognized goodwill as part of the American Robotics acquisition in 2021 and Airobotics acquisition in 2023. The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows:

 

   Ondas
Autonomous
Systems		 
Balance as of January 1, 2022  $45,026,583 
Impairment loss   (19,419,600)
Balance as of December 31, 2022   25,606,983 
Goodwill acquired   2,144,938 
Balance as of December 31, 2023  $27,751,921 

 

Goodwill is tested for impairment in the fourth quarter after the annual forecasting process. In December 2023, the Company bypassed the qualitative analysis and proceeded directly to a quantitative analysis. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and updated forecasts for revenue and cash flows, it was determined that the fair value of the Ondas Autonomous Systems reporting unit was higher than the carrying value as of December 31, 2023, and no further impairment to goodwill was necessary as of December 31, 2023.

 

In December 2022, the Company initially carried out a qualitative analysis and determined that because of changes in market conditions as well as a slower increase in revenue than previously forecast, it was more likely than not that goodwill was impaired. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and revised forecasts for revenue and cash flows that are lower than the previous valuation, it was determined that the fair value of the Ondas Autonomous Systems reporting unit was lower than the carrying value as of December 31, 2022, and an impairment of $19,419,600 was recognized in Operating expenses in the Consolidated Statements of Operations for the year ending December 31, 2022.
XML 28 R14.htm IDEA: XBRL DOCUMENT v3.24.1
Intangible Assets
 12 Months Ended
Dec. 31, 2023
Intangible Assets [Abstract]  
INTANGIBLE ASSETS

NOTE 6 – INTANGIBLE ASSETS

 

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

 

   December 31, 2023   December 31, 2022    
   Gross
Carrying
Amount		   Accumulated
Amortization		   Net
Carrying
Amount		   Gross
Carrying
Amount		   Accumulated
Amortization		   Net
Carrying
Amount		   Useful
Life
                            
Patents  $117,810   $(43,153)  $74,657   $82,431   $(27,331)  $55,100   10
Patents in process   142,239    
-
    142,239    119,760    
-
    119,760  
N/A
Licenses   241,909    (89,859)   152,050    241,909    (65,665)   176,244   10
Software   211,411    (167,412)   43,999    161,284    (84,682)   76,602   3
Trademarks   3,230,000    (776,235)   2,453,765    3,230,000    (453,242)   2,776,758   10
FAA waiver   5,930,000    (1,425,101)   4,504,899    5,930,000    (832,113)   5,097,887   10
Developed technology   27,977,331    (5,632,170)   22,345,161    23,270,614    (2,752,353)   20,518,261   3 - 10
Non-compete agreements   840,000    (840,000)   
-
    840,000    (840,000)   
-
   1
Marketing-related assets   890,000    (82,540)   807,460    
-
    
-
    
-
   10
Customer relationships   1,010,000    (205,048)   804,952    60,000    (16,839)   43,161   5
   $40,590,700   $(9,261,518)  $31,329,182   $33,935,998   $(5,072,225)  $28,863,773    

 

Amortization expense for the year ended December 31, 2023 and 2022 was $4,147,092 and $3,570,090, respectively.

 

We recognized losses on intellectual property of $12,223 and $12,343 due to expiration of patent applications for the years ended December 31, 2023 and 2022, respectively.

 

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 was $900,000 in cash and 780,000 shares of the Company’s Common Stock (the “Ardenna Consideration Shares”). In connection of the acquisition, the parties entered into a Registration Rights and Lock-Up Agreement, which required the Company to file a resale registration statement covering the resale of the Ardenna Consideration Shares no later than ninety (90) days after the closing date and restricted the holder from transferring the Ardenna Consideration Shares for 180 days from the closing date, subject to certain exceptions. On April 5, 2022, the Company completed the acquisition. As a result of this transaction, the Company recognized developed technology in the amount of $6,843,600. The Company filed the registration statement Form S-3 on July 1, 2022, and it was declared effective on July 15, 2022.

 

On August 31, 2022, the Company entered into the asset purchase agreement with Field of View LLC, a North Dakota limited liability company. The total purchase consideration consisted of $250,000 of cash payable in monthly installments over twelve months, and $75,520 shares of the Company’s common stock, representing 16,000 shares (“FOV Consideration Shares”). The asset purchase agreement restricts the holder from transferring the FOV Consideration Shares for 180 days from the closing date, subject to certain exceptions. The Company acquired computer and research and development equipment amounting to $18,506 and intangibles for developed technology for $307,014. As of December 31, 2023, the cash was paid and equity was issued in full. As of December 31, 2022, cash paid amounted to $104,167, with the balance payable of $145,333 accounted for as accrued purchase consideration included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

 

On October 19, 2022, Airobotics entered into an Asset Purchase Agreement, as amended, to acquire all of the intellectual property, technical systems, and operations of Iron Drone Ltd. (“Iron Drone”), an Israeli-based company specializing in the development of autonomous counter-drone systems (the “Iron Drone Transaction”). The consideration for the Iron Drone Transaction was (i) $135,000 in cash, (ii) 46,129 shares of the Company’s Common Stock, (iii) warrants exercisable for 26,553 shares of the Company’s Common Stock with an exercise price of $11.95, which shall be exercisable if, during the 48 month period following the closing, the average price per share of the Company’s Common Stock exceeds $52.38 for a period of at least 90 consecutive trading days, (iv) a right to acquire 35,377 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of the Company’s Common Stock exceeds $18.25 for a period of at least 90 consecutive trading days, and (v) a right to acquire 70,753 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of Company’s Common Stock exceeds $20.27 for a period of at least 90 consecutive trading days. On March 6, 2023, the Company completed the Iron Drone Transaction. The Company acquired intangibles for developed technology for $576,717. As of December 31, 2023, the cash was paid and equity was issued in full.

 

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

 

Year Ending December 31,  Expected
Amortization		 
2024  $4,206,541 
2025   4,149,761 
2026   4,066,033 
2027   4,058,871 
2028   3,787,781 
Thereafter   11,060,195 
Total  $31,329,182 
XML 29 R15.htm IDEA: XBRL DOCUMENT v3.24.1
Long-Term Equity Investment
 12 Months Ended
Dec. 31, 2023
Long-Term Equity 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, American Robotics 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.

 

On July 15, 2022, Ondas Holdings irrevocably subscribed and agreed to purchase 3,357,958 shares of Series Seed Preferred Stock of Dynam for the aggregate price of $1,000,000 representing a subscription price of $0.2978 per share by way of a non-brokered private placement for approximately 8% ownership in Dynam. This brings Ondas Holdings investment in Dynam to 6,499,056 shares or approximately 19% ownership.

 

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, 2023, Dynam had ceased operations, and the Company recognized an impairment charge of $1,500,000, which is included in Operating expenses on the Consolidated Statements of Operations for the year ended December 31, 2023. As of December 31, 2023 and 2022 the long-term equity investment had a carrying value of $0 and $1,500,000, respectively. 
XML 30 R16.htm IDEA: XBRL DOCUMENT v3.24.1
Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2023
Accrued Expenses and Other Current Liabilities [Abstract]  
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consist of the following:

 

   Years Ended
December 31,		 
   2023   2022 
Accrued payroll and other benefits  $2,423,709   $390,698 
D&O insurance financing payable   -    516,619 
Accrued professional fees   315,863    792,367 
Accrued purchase consideration   -    145,833 
Accrued interest   652,631    176,629 
Other accrued expenses and payables   195,674    1,246,847 
Total accrued expenses and other current liabilities  $3,587,877   $3,268,993 
XML 31 R17.htm IDEA: XBRL DOCUMENT v3.24.1
Long-Term Notes Payable
 12 Months Ended
Dec. 31, 2023
Long-Term Notes Payable [Abstract]  
LONG-TERM NOTES PAYABLE

NOTE 9 – LONG-TERM NOTES PAYABLE

 

2017 Convertible Promissory Note

 

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

 

As of December 31, 2023 and 2022, the total outstanding balance of the 2017 Convertible Promissory Note was $300,000. The maturity date of the 2017 Convertible Promissory 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, 2023 and 2022 was $26,844 and $40,965, respectively. Interest expense for both years ended December 31, 2023 and 2022 was $15,000.

  

2022 Convertible Promissory Notes

 

On October 28, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors pursuant to which we issued convertible notes (“2022 Convertible Promissory Notes”) in the principal amount of $34.5 million, with a debt discount of $4.5 million and issuance costs of $2.3 million. The net amount of proceeds to us from the 2022 Convertible Promissory Notes after deducting the placement agent’s fees and transaction expenses (issuance costs) were approximately $27,703,000. The Company intends to use the net proceeds of the 2022 Convertible Promissory Notes for general corporate purposes, including funding capital, expenditures, or the expansion of its business and providing working capital.

  

On January 20, 2023, the Company entered into an Amendment No. 1 to Securities Purchase Agreement (“Amended SPA”) to that certain Purchase Agreement. The Amended SPA amends the notes attached as exhibits to the Purchase Agreement. Amendment No.1 was accounted for as a modification of the Purchase Agreement,

 

Pursuant to the terms of the Purchase Agreement, on January 20, 2023, the Company exchanged the 2022 Convertible Promissory Notes, on a dollar-for-dollar basis, into 3% Senior Convertible Notes Due 2024 (the “2022 Convertible Exchange Notes”).

  

The 2022 Convertible Exchange Notes are identical in all material respects to the 2022 Convertible Promissory Notes, except that they (i) are issued pursuant to the Base Indenture (as defined below) and the First Supplemental Indenture (as defined below); (ii) have a maturity date of October 28, 2024; (iii) allow for the Acceleration of Installment Amounts (as defined in the 2022 Convertible Exchange Notes) not to exceed eight (8) times the Installment Amount (as defined in the 2022 Convertible Exchange Notes) with respect to the Installment Date (as defined in the 2022 Convertible Exchange Notes) related to the Current Acceleration (as defined in the 2022 Convertible Exchange Notes); and (iv) modify the Acceleration Conversion Price (as defined in the 2022 Convertible Exchange Notes).

 

The 2022 Convertible Exchange Notes were issued pursuant to the first supplemental indenture (the “First Supplemental Indenture”), dated as of January 20, 2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the indenture entered into by and between the Company and the Trustee, dated as of January 20, 2023 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Initial Indenture”). The Initial Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the 2022 Convertible Exchange Notes include those set forth in the Initial Indenture and those made part of the Initial Indenture by reference to the Trust Indenture Act.

 

On July 21, 2023, the Company entered into an agreement and waiver with the holder of the 2022 Convertible Exchange Notes (the “Agreement and Waiver,” together with the Purchase Agreement and Amended SPA, the “SPA”) that included (i) extending the Maturity Date to from October 28, 2024 to April 28, 2025; (ii) waive the last sentence of Section 8(e) of the Notes (such that last sentence of Section 8(e) of the Notes shall have no further force and effect) (the “Acceleration Waiver”); (iii) reduce the Conversion Price of the 2022 Convertible Exchange Notes to the lower of (A) the Conversion Price then in effect and (B) the greater of (x) the Floor Price (as defined in the Notes) then in effect and (y) 125% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately prior to the effective date; provided, that, in addition, during the period commencing on the effective date through and including September 30, 2023, the conversion price of the Notes, solely with respect to voluntary conversions of such aggregate Conversion Amount of the Notes not in excess of such aggregate Current Installment Amounts of such applicable period (or otherwise eligible to be converted in one or more Accelerations during such applicable period), shall be further lowered to the Installment Conversion Price (as defined in the Existing Note) in effect for the Installment Date (as defined in the Existing Note) of the Existing Note of July 3, 2023; (iv) to extend the Additional Closing Expiration Date to April 28, 2026; and (v) increase the aggregate principal amount of Notes issuable in one or more Additional Closings to $46,000,000. This agreement was accounted for as a modification.

 

A full summary of the Agreement and Waiver, including a full text of the related agreements, are available on the Current Report on Form 8-K filed with the SEC on July 28, 2023.

   

The 2022 Convertible Exchange Notes bear interest at the rate of 3% per annum. The 2022 Convertible Exchange Notes are payable in monthly installments beginning on November 1, 2022 through the maturity date of April 28, 2025 (each such date, an “Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable “Installment Amount” (as defined below) into shares of our Common Stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments can be requested in cash. For the year ended December 31, 2023 and 2022, we issued 14,028,022 and 415,161 common shares as a result of Installment Conversion, respectively. At each Installment Date the note holder may defer some or all of the amount due until the subsequent Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due. At each Installment Date the price used to exchange outstanding notes into Common Stock is based on the lower of (A) 92% of the lowest VWAP of the respective previous five trading days; and (B) the Floor Price ($0.32 as of December 31, 2023). The maximum conversion price is $1.50 per share.

The “Installment Amount” will equal:

 

(i)for all Installment Dates other than the maturity date, the lesser of (x) the Holder Pro Rata Amount of $1,437,500 and (y) the principal amount then outstanding under the Note; and

 

(ii)on the maturity date, the principal amount then outstanding under the Note.

 

Each month, the note holders may accelerate a portion of the note due up to eight times the minimum Installment Amount of $1,437,500.

 

Additional Notes

 

On July 24, 2023, pursuant to the terms of the Purchase Agreement, as amended, an Investor elected to purchase 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million (the “2023 Additional Notes,” together with the 2022 Convertible Exchange Notes, the “Notes”), which 2023 Additional Notes are convertible into shares of Common Stock under certain conditions more fully described in the 2023 Additional Notes. The 2023 Additional Notes have an original issue discount of approximately thirteen percent (13%) resulting in gross proceeds to the Company of $10.0 million. The Company currently intends to use the net proceeds for general corporate purposes, which includes funding capital expenditures and working capital. The 2023 Additional Notes have a maturity date of July 25, 2025. The 2023 Additional Notes were issued pursuant to the second supplemental indenture, dated as of July 25, 2023, between the Company and the Trustee (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Second Indenture”). The Second Supplemental Indenture supplements the Base Indenture. The Second Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the Additional Notes include those set forth in the Second Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

 

The 2023 Additional Notes bear interest at the rate of 3% per annum. The 2023 Additional Notes are payable in monthly installments beginning on August 1, 2023 through the maturity date of July 24, 2025 (each such date, an “Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable Installment Amount (as defined above under the 2022 Convertible Exchange Notes) into shares of our Common Stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments can be requested in cash. For the year ended December 31, 2023, we made no cash payments and issued no common shares as a result of Installment Conversion. At each Installment Date the note holder may defer some or all of the amount due until the subsequent Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due. At each Installment Date the price used to exchange outstanding notes into Common Stock is based on the greater of (x) the Floor Price ($0.40 as of December 31, 2023) and (y) 92% of the lowest VWAP of the prospective five trading days. The maximum conversion price is $1.45 per share.

 

On July 25, 2023, the 2023 Additional Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252571) filed with the SEC on January 29, 2021 (as such registration statement became effective on February 5, 2021. On July 25, 2023, the Company filed a prospectus supplement with the SEC in connection with the sale and issuance of the 2023 Additional Notes. Oppenheimer & Co. Inc. served as the sole placement agent for the transaction pursuant to the terms of a placement agent agreement, dated October 26, 2022.

 

As of December 31, 2023, the total outstanding principal on the 2022 Convertible Exchange Notes and 2023 Additional Notes was $28,504,661, net of debt discount and issuance costs of $2,360,129. As of December 31, 2022, the total outstanding principal on the 2022 Convertible Promissory Notes was $30,048,135, net of debt discount and issuance costs of $3,251,865. Accrued interest as of December 31, 2023 and 2022 was $652,631 and $176,629, respectively, and is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

 

For the year ended December 31, 2023, we recognized interest expense of $1,027,480, amortization expense of $2,070,390 related to the debt discount, and amortization expense of $1,069,388 related to the issuance costs for the 2022 Convertible Exchange Notes and 2023 Additional Notes. For the year ended December 31, 2022, we recognized interest expense of $176,629, amortization expense of $2,358,871 related to the debt discount, and amortization expense of $1,186,972 related to the issuance costs for the 2022 Convertible Exchange Notes. The remaining unamortized debt discount of $1,570,739 and issuance costs of $789,390 as of December 31, 2023 will be amortized via the effective interest method under ASC 835. Interest expense and amortization expense of the debt discount and issuance costs are included in Interest expense on the Consolidated Statements of Operations.

Government Grant Liability

 

Airobotics has received grants from the Israel Innovation Authority (“IIA”) to finance its research and development programs in Israel, through which Airobotics received IIA participation payments in the aggregate amount of $3.1 million through December 31, 2023. All of these are royalty-bearing grants. In return, Airobotics is committed to pay IIA royalties at a rate of 3% of future sales of the developed products, up to 100% of the amounts of grants received plus interest at LIBOR. Through December 31, 2023, approximately $460,000 in royalties have been paid to the IIA. The Company’s royalty liability to the IIA as of December 31, 2023, including grants received by Airobotics and the associated LIBOR interest on all such grants, was $2,749,704. The increase in fair value of the government grant liability, including LIBOR interest expense accrued, was $427,208 for the period of January 24, 2023 - December 31, 2023, which is included in Other income (expense), net on the Consolidated Statements of Operations.
XML 32 R18.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2023
Stockholders’ Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 10 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

As of December 31, 2023 and 2022, the Company had 300,000,000 and 116,666,667 shares of Common Stock authorized for issuance, respectively, of which 61,940,878 and 44,108,661 shares of our Common Stock were issued and outstanding, respectively.

   

Preferred Stock

 

As of December 31, 2023 and 2022, 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,” together with the Series A Preferred, the “Preferred Shares”) shares. As of December 31, 2023 and 2022, the Company had no preferred stock outstanding.

  

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 “Prior 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 Prior Form S-3 was declared effective by the SEC on February 5, 2021. In accordance with SEC rules, the Prior Form S-3 expired on February 5, 2024, the three-year anniversary of the date on which it was declared effective.

 

On February 2, 2024, the Company initially filed with the SEC a new shelf Registration Statement on Form S-3 for up to $175,000,000, which represents $150,000,000 under the Prior Form S-3 and an additional $25,000,000 (the “New 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 New Form S-3 was declared effective by the SEC on February 15, 2024.

 

ATM Offering

 

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

  

On October 26, 2022, Ondas entered into Amendment No. 1 to the Equity Distribution Agreement with the Sales Agent (“Amendment No. 1”). Amendment No. 1 provides for the reduction of the aggregate offering price from up to $50 million to up to $40 million of shares of its Common Stock. 

 

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

 

The ATM Shares are issued pursuant to the Prior Form S-3 and the prospectus supplement thereto dated March 22, 2022.

 

During the year ended December 31, 2022, the Company sold 864,674 ATM Shares through the Sales Agent at an average of $7.13 with the net proceeds of $6.1 million. In connection with the sale of these ATM Shares, the compensation paid by the Company to the Sales Agent was $227,118. There were no shares sold during the year ended December 31, 2023.

 

On July 11, 2023, the Company and the Sales Agent, mutually agreed to terminate the ATM Agreement. As a result, the Company suspended and terminated the prospectus related to the Company’s Common Stock issuable pursuant to the terms of the ATM Agreement, as amended (the “ATM Prospectus”). The termination of the ATM Agreement, as amended and ATM Prospectus is effective as of July 11, 2023, at which time the Company expensed the remaining deferred offering costs outstanding of $145,293 related to the ATM Agreement, as amended.

 

Stock Issued for Convertible Debt

 

The Company issued 14,028,022 shares of its Common Stock during the year ended December 31, 2023 to the lenders in lieu of cash payments for $268,987 of outstanding interest and $9,580,300 of outstanding principal on the 2022 Convertible Exchange Notes (See Note 9 – Long-term Notes Payable for further details).

 

The Company issued 415,161 shares of its Common Stock during the year ended December 31, 2022 to the lenders in lieu of cash payments for $93,147 of outstanding interest and $1,106,853 of outstanding principal on the 2022 Convertible Promissory Notes (See Note 9 – Long-term Notes Payable 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. The Black-Scholes Model is an acceptable model in accordance with U.S 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.

 

On January 23, 2023, the Company issued warrants to purchase an aggregate of 586,440 shares of Common Stock with exercise prices ranging from $9.26 to $12.35 per share, resulting in a weighted average exercise price of $9.95 per share, as consideration in the acquisition of Airobotics.

 

On July 21, 2023 and August 11, 2023, the Company issued warrants to purchase an aggregate of 7,825,792 and 2,374,208 shares of Common Stock in Ondas Holdings, respectively, with an exercise price of $0.89 per share, in connection with the sale of redeemable preferred stock in Ondas Networks. See Note 11 – Redeemable Noncontrolling Interest.

 

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

 

   December 31,
2023		 
Stock price  $1.14-2.00 
Risk-free interest rate   4.09-4.70% 
Volatility   50.64-55.34% 
Expected life in years   0.12-5.00 
Dividend yield   0.00% 

 

A summary of our Warrants activity and related information follows:

    Number of Shares Under Warrant     Weighted Average Exercise Price     Weighted
Average
Remaining
Contractual
Life		  
Balance as of January 1, 2022     3,305,854     $ 8.53       5.20  
Expired     (1,404,052 )   $ 9.75          
Balance as of December 31, 2022     1,901,802     $ 7.63       7.47  
Granted     10,786,440     $ 1.38          
Expired     (122,150 )   $ 12.35          
Balance as of December 31, 2023     12,566,092     $ 2.22       4.71  

 

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 of the Board of the Company (the “Compensation Committee”). Subject to the provisions of the 2018 Plan, the Board and/or the Compensation 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”). As of December 31, 2023, the balance available to be issued under the 2018 Plan was 1,052,373.

   

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 “2021 Plan”). The Compensation Committee of the Board of Directors of the Company adopted the 2021 Plan on September 30, 2021, subject to stockholder approval. The purpose of the 2021 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 2021 Plan provides for the issuance of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. On October 31, 2023, stockholders of the Company approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Common Stock authorized for issuance under the 2021 Plan from 6,000,000 to 8,000,000 shares. As of December 31, 2023, the balance available to be issued under the 2021 Plan was 3,780,741.

 

Stock Options to Purchase Common Stock

 

The Company awards stock options to certain employees, directors, and consultants, which represent the right to purchase common shares on the date of exercise at a stated exercise price. Stock options granted to employees generally vest over a two to four-year period and are contingent on ongoing employment. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period. Stock options granted to consultants are subject to the attainment of pre-established performance conditions. The actual number of shares subject to the award is determined at the end of the performance period and may range from zero to 100% of the target shares granted depending upon the terms of the award. Compensation expenses related to these awards is recognized when the performance conditions are satisfied.

 

On January 23, 2023, in connection with the acquisition of Airobotics, the Company granted stock options to purchase 1,064,946 shares of Common Stock, of which 773,244 options were vested and the remaining 291,702 vest monthly through November 13, 2025. As of the January 23, 2023, the vested options had a weighted average contractual remaining life of approximately 4.39 years, an exercise price ranging from $0.49 to $224.92 per share, resulting in a weighted average exercise price of $3.94 per share, and a grant date fair value ranging from $0 to $1.48 per share. As of the January 23, 2023, the unvested options have a weighted average contractual remaining life of approximately 2.06 years, an exercise price ranging from $0.49 to $24.70 per share, resulting in a weighted average exercise price of $4.33 per share, and a grant date fair value ranging from $0 to $1.47 per share.

 

On February 9, 2023, the Compensation Committee granted an aggregate of 317,625 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.

  

On March 16, 2023, the Compensation Committee granted an aggregate of 1,793,000 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.

 

On March 16, 2023, the Compensation Committee also granted an aggregate of 31,250 stock options to purchase shares of the Company’s Common Stock to certain non-employees. 6,250 stock options vested on the grant date, and 25,000 vest on December 31, 2023. They are included in compensation expenses.

 

On November 29, 2023, the Compensation Committee granted an aggregate of 244,500 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.

 

  

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

 

   2023   2022 
Stock price  $1.24 – $2.06   $3.81 – $6.55 
Risk-free interest rate   3.61 – 4.82%    1.82 – 3.95% 
Volatility   49.83 – 58.92%    46.42 – 48.96% 
Expected life in years   0.12 – 6.25    5.80 – 6.30 
Dividend yield   0.00%    0.00% 

  

A summary of our Option activity and related information follows:

 

   Number of Shares Under Option   Weighted Average Exercise Price   Weighted
Average
Remaining
Contractual
Life		 
Balance as of January 1, 2022   687,448   $6.79    8.20 
Granted   2,094,000   $5.17      
Exercised   (31,057)  $2.09      
Forfeited   (168,105)  $2.77      
Canceled   (170,000)  $6.43      
Balance as of December 31, 2022   2,412,286   $5.77    7.58 
Granted   3,451,321   $3.63      
Exercised   (89,042)  $0.49      
Forfeited   (673,292)  $3.90      
Canceled   (246,766)  $6.03      
Balance as of December 31, 2023   4,854,507   $4.59    7.34 
Vested and Exercisable as of December 31, 2023   2,118,648   $6.62    5.19 

 

As of December 31, 2023, total unrecognized compensation expense related to non-vested Options was $1,833,389 which is expected to be recognized over a weighted-average period of 2.76 years.

 

Total stock-based compensation expense for stock options for the years ended December 31, 2023 and 2022 is as follows:

 

   Years Ended
December 31,		 
   2023   2022 
General and administrative  $343,371   $536,269 
Sales and marketing   523,798    509,789 
Research and development   223,513    720,554 
Cost of goods sold   50,341    - 
Total stock-based expense related to options  $1,141,023   $1,766,612 

  

Restricted Stock Units  

 

The Company awards Restricted Stock Units (“RSUs”) to certain employees and directors, which represent a right to receive common stock for each RSU that vests. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period.

 

On May 9, 2022, the Compensation Committee approved the grant of 13,900 RSUs to three employees. The RSUs vest in two successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment.

 

On December 19, 2022, the Compensation Committee approved the grant of 162,160 RSUs to directors. The RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter.

 

On February 9, 2023, the Compensation Committee approved the grant of 3,000 RSUs to an employee. The RSUs vest in two successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment.

 

On February 9, 2023, the Compensation Committee also approved the grant of 69,000 RSUs to three employees. The RSUs vest as follows: 20% on September 13, 2023, 40% on January 10, 2024, and 40% on February 21, 2024 and are contingent on continuing employment.

 

On July 6, 2023, the Compensation Committee approved the grant of 180,000 RSUs to three employees, which vested in July 2023.

 

On October 31, 2023, the Compensation Committee approved the grant of 473,682 RSUs to directors. The RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter.

  

A summary of our RSUs activity and related information follows:

 

   RSUs   Weighted Average Grant Date Fair Value   Weighted
Average
Vesting Period (Years)		 
Unvested balance at January 1, 2022   1,431,922   $12.12    2.5 
Granted   190,860   $2.52      
Vested   (512,755)  $8.06      
Canceled   -   $-      
Unvested balance at December 31, 2022   1,110,027   $6.89    1.52 
Granted   722,682   $0.66      
Vested   (823,143)  $5.00      
Canceled   (455,100)   7.41      
Unvested balance at December 31, 2023   554,466   $1.14    0.66 

 

In 2023, three employees with RSUs separated from the Company. As part of their separation agreements, the employees were granted accelerated vesting on some of their restricted stock unit awards, which was accounted for as a modification of their awards. The result of the modification was a reversal of approximately $1,184,000 of previously recognized stock-based compensation expense during the year ended December 31, 2023. Total stock-based compensation expense for RSUs for the years ended December 31, 2023 and 2022 is as follows:

 

   Years Ended
December 31,		 
   2023   2022 
General and administrative  $(152,814)  $3,259,648 
Sales and marketing   90,899    24,632 
Research and development   (31,710)   806,543 
Total stock-based expense related to RSUs  $(93,625)  $4,090,823 
XML 33 R19.htm IDEA: XBRL DOCUMENT v3.24.1
Redeemable Noncontrolling Interest
 12 Months Ended
Dec. 31, 2023
Redeemable Noncontrolling Interest [Abstract]  
REDEEMABLE NONCONTROLLING INTEREST

NOTE 11 – REDEEMABLE NONCONTROLLING INTEREST

 

On July 9, 2023, Ondas Networks entered into a Preferred Stock Purchase Agreement with an initial purchaser named therein (the “Initial Purchaser”) to purchase preferred stock of Ondas Networks, $0.00001 par value per share (the “Networks Preferred Stock”) and the issuance of warrants to purchase 10,200,000 shares of Ondas Holdings (the “Original Networks Agreement”).

 

The Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $34.955 per share (the “2023 Original Issue Price”). Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the 2023 Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock (as defined below) as is determined by dividing the 2023 Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $34.955. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. The Networks Preferred Stock can be redeemed at the request of the holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Networks Preferred Stock was converted into Networks Common Stock as described above.

 

On July 21, 2023, Ondas Networks entered into a certain Amendment to Preferred Stock Purchase Agreement (the “Networks Amendment,” together with the Original Networks Agreement, the “2023 Networks Agreement”). Pursuant to the Networks Amendment, in exchange for an initial sale of shares of Networks Preferred Stock, the Initial Purchaser acquired the following (the “Initial Networks Closing”), for gross proceeds to Ondas Networks of $11,508,517: (i) 329,238 shares of Networks Preferred Stock, at a purchase price of $34.955 per share (the “Per Share Price”), convertible into shares of Common Stock of Ondas Networks, $0.00001 par value per share (the “Networks Common Stock”) and (ii) warrants to purchase 7,825,792 shares of the Company Common Stock, at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Initial Warrants”). Also, pursuant to the Networks Amendment, the Initial Purchaser agreed to purchase, and Ondas Networks agreed to sell and issue to the Initial Purchaser, an additional 99,885 shares of Networks Preferred Stock, at the Per Share Price (the “Second Initial Purchaser Closing”) and warrants to purchase 2,374,208 shares of Company Common Stock, at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Second Initial Purchaser Warrants”), within thirty days of the Initial Networks Closing.

 

Ondas Networks will use the proceeds from the sale of the Networks Preferred Stock for working capital and other general corporate purposes, including fees related to the transactions contemplated by the 2023 Networks Agreement. No portion of the proceeds will be distributed to the Company.

 

Also on July 21, 2023, Ondas Networks completed the Initial Networks Closing. In connection with the Initial Networks Closing, the Company issued the Initial Warrants. Also, in connection with the Initial Closing, the parties entered into an indemnification agreement, investors’ rights agreement, right of first refusal agreement, and voting agreement. Forms of each of these agreements are attached to Exhibit 10.1 to Form 8-K filed on July 28, 2023.

  

On August 11, 2023, Ondas Networks completed the Second Initial Purchaser Closing. In connection with the Second Initial Purchaser Closing, the Company issued Second Initial Purchaser Warrants. Following the Second Initial Purchaser Closing, the Initial Purchaser has invested an aggregate of $15.0 million and owns a minority interest of approximately 28% of Ondas Networks.

 

The Company assessed the Networks Preferred Stock in accordance with ASC 480 and determined that it should be recorded as temporary equity and not as a liability. The initial valuation was assigned to the Networks Preferred Stock and the Initial Warrants and Second Initial Purchaser Warrants on relative fair values, with the initial valuation of the noncontrolling interest being $10,406,949 and warrants being $4,593,051. It is being accreted using the effective interest rate method over the five-year period to achieve the redemption value of $30,000,000 plus accrued dividends. The Company recorded accrued dividends of $512,207 and accretion of $1,001,538 for the year ended December 31, 2023.
XML 34 R20.htm IDEA: XBRL DOCUMENT v3.24.1
Segment Information
 12 Months Ended
Dec. 31, 2023
Segment Information [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 Ondas Autonomous Systems, which only includes the results of American Robotics for the year ended December 31, 2022, as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. The following table presents segment information for years ended December 31, 2023 and 2022: 

 

   Year Ended   Year Ended 
   December 31, 2023   December 31, 2022 
   Ondas
Networks		   Ondas
Autonomous
Systems		   Total   Ondas
Networks		   Ondas
Autonomous
Systems		   Total 
Revenue, net  $6,722,230   $8,969,200   $15,691,430   $1,931,677   $194,140   $2,125,817 
Depreciation and amortization   142,866    4,849,059    4,991,925    142,635    3,876,913    4,019,548 
Interest income   119,200    4,674    123,874    12,771    12,771    25,542 
Interest expense   2,106,416    2,048,343    4,154,759    1,888,349    1,873,349    3,761,698 
Stock based compensation   1,111,256    (63,858)   1,047,398    1,188,217    4,669,218    5,857,435 
Goodwill impairment   -    -    -    -    19,419,600    19,419,600 
Benefit from income taxes   -    -    -    -    -    - 
Net loss   (17,285,494)   (27,559,378)   (44,844,872)   (14,361,407)   (58,880,398)   (73,241,805)
Goodwill   -    27,751,921    27,751,921    -    25,606,983    25,606,983 
Capital expenditure   79,208    131,827    211,035    97,853    2,783,047    2,880,900 
Total assets   19,272,162    72,892,520    92,164,682    34,227,117    63,718,128    97,945,245 
XML 35 R21.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Taxes [Abstract]  
INCOME TAXES

NOTE 13 – INCOME TAXES

 

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

 

    December 31, 
    2023    2022 
Current          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 
Deferred          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 
Total          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 

 

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, 
   2023   2022 
Deferred Tax Assets:        
Tax benefit of net operating loss carry-forward  $62,608,641   $27,478,875 
Accrued liabilities   336,802    96,363 
Stock based compensation   223,047    949,089 
Depreciation   183,361    91,639 
Inventory reserve   29,962    27,321 
Investment impairment   448,289    - 
Operating lease liabilities   1,910,688    827,607 
R&D capitalization   8,793,631    5,683,784 
R&D credit   751,488    751,488 
Other   1,446,535    - 
Total deferred tax assets   76,732,444    35,906,166 
           
Deferred Tax Liabilities:          
Amortization   -    (3,078)
Intangibles   (6,450,630)   (5,885,385)
Deferred rent   (1,379,646)   (798,745)
Total deferred tax liabilities   (7,830,276)   (6,687,208)
Total net deferred tax assets   68,902,168    29,218,958 
Valuation allowance for deferred tax assets   (68,902,168)   (29,218,958)
Deferred tax assets, net of valuation allowance  $-   $- 

 

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

 

   Years Ended
December 31,		 
   2023   2022 
         
Beginning of the year  $29,218,958   $14,528,920 
Change in valuation account   39,683,210    14,690,038 
End of the year  $68,902,168   $29,218,958 

 

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

 

    Years Ended
December 31,		  
    2023     2022  
U.S. federal statutory rate     (21.0 )%     (21.0 )%
Federal true ups     0.88 %     0.40 %
State taxes, net of federal benefit     (4.86 )%     (7.61 )%
Change in valuation allowance     24.24 %     20.06 %
Goodwill Impairment     - %     5.57 %
Stock compensation    
0.94
 %     2.02 %
Foreign rate differential     (0.35 )%     - %
Nondeductible expenses     0.06 %     0.56 %
Effective income tax rate     - %     - %

 

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.

 

Effective with the issuance of redeemable preferred stock on July 21, 2023, Ondas Networks will not be a member of the Company consolidated US tax filing.

 

As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had Federal NOLs of approximately $1 million and $15 million generated in 2007 to 2017 which will begin to expire in 2027 through 2037. Additionally, as of December 31, 2023 and December 31, 2022, the Company and Ondas Networks, respectively, had Federal NOLs of $59 million and $50 million, and of $42 million and $44 million, generated in 2018 through 2023 that have no expiration. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had State NOLs available to offset future taxable income of $43 million and $92 million, and of $35 million and $72 million expiring from 2038 through 2043. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had approximately $0 and $752,000, and $0 and $752,000, of Federal research and development credits available to offset future tax liability expiring from 2038 through 2040. As of December 31, 2023 and December 31, 2022, the Company had approximately $127 million and $0 of Israeli NOL’s. The Company’s Federal income tax returns for the 2020 to 2022 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. The Company’s Israeli income tax returns for the 2019 to 2022 tax years 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, 2023, 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. 
XML 36 R22.htm IDEA: XBRL DOCUMENT v3.24.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies [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, 2023.
XML 37 R23.htm IDEA: XBRL DOCUMENT v3.24.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 15 – RELATED PARTY TRANSACTIONS

  

The Company had a long-term equity investment in Dynam with a carrying value of $0 and $1,500,000 as of December 31, 2023 and December 31, 2022, respectively. See Note 7 – Long-Term Equity Investment. Our CEO and President Eric Brock was a director of Dynam. Another director of the Company has invested an aggregate of $25,000 in Dynam as of December 31, 2023.

 

In addition to the equity investment, the Company paid Dynam for services of $0 and $2,026,400 during the years ended December 31, 2023 and 2022, respectively.

  

As of December 31, 2023 and 2022, the Company owed $22,500 and $359,159 to independent directors, respectively, related to accrued compensation and proceeds from sale of Common Stock, which is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.
XML 38 R24.htm IDEA: XBRL DOCUMENT v3.24.1
Subsequent Events
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 16 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events as of April 1, 2024, the date the Consolidated Financial Statements were available to be issued according to the requirements of ASC Topic 855.

 

American Robotics Sublease Agreement

 

On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease.

 

Establishment of Ondas Autonomous Holdings Inc.

 

On February 26, 2024, we issued a press release announcing that we have established OAH, as a new, wholly owned subsidiary. The newly created OAH is an intermediate holding company which now wholly-owns the Company’s subsidiaries American Robotics and Airobotics. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.

 

Voluntary Delisting on the Tel Aviv Stock Exchange

 

On February 8, 2024, the Company took steps to voluntarily delist the Company’s Common Stock from trading on TASE. Pursuant to Israeli law, the delisting of the Company’s Common Stock is expected to take effect three months following the date of the Company’s request to the TASE to delist the Company’s Common Stock, which occurred on February 8, 2024. The Company’s Common Stock will continue to be listed for trading on Nasdaq, and all of the shares traded on TASE are expected to be transferred to Nasdaq where they can continue to be traded.

 

Sale of Common Stock in Ondas Holdings

 

On February 26, 2024, the Company entered into a Securities Purchase Agreement (the “Ondas Agreement”) with certain purchasers named therein (the “Ondas Purchasers”) for the purchase and sale of (i) an aggregate of 3,616,071 shares (the “Holdings Shares”) of Common Stock and (ii) warrants to purchase an aggregate of 3,616,071 shares of OAH’s common stock $0.0001 par value per share, at an exercise price of $1.29 and exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “OAH Warrants,” and together with the Holdings Shares, the “Ondas Offering Securities”), for gross proceeds of approximately $4.1 million (the “Ondas Offering”). The purchase price paid by the Ondas Purchasers for the Holdings Shares was $1.12 per share.

 

The Ondas Offering was consummated on February 26, 2024. The Holdings Shares were offered and sold, and were issued, pursuant to the Prospectus Supplement, dated February 26, 2024, to the Prospectus included in the New Form S-3. The Company intends to use the net proceeds from the sale of the Ondas Offering Securities for general working capital purposes. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.

 

Preferred Stock Investment in Ondas Networks

 

On February 26, 2024, Ondas Networks entered into a Preferred Stock Purchase Agreement (the “Networks Agreement”) for an investment of $4.50 million in Ondas Networks (the “Networks Offering,” and together with the Ondas Offering, the “Offerings”). The Networks Agreement was entered into with the purchasers named therein (the “Networks Purchasers”) for the sale of shares of preferred stock for a purchase of $4.50 million. The Networks Offering was consummated on February 26, 2024.

 

Pursuant to the Networks Agreement, the Networks Purchasers would acquire the following in the Networks Offering for gross proceeds to Ondas Networks of $4.5 million: (i) 108,925 shares of preferred stock of Networks Preferred Stock, at a purchase price of $41.3104 per share (the “Per Share Price”), convertible into shares of Common Stock, $0.00001 par value per share of Networks Common Stock and (ii) warrants to purchase 3,015,000 shares of the Company’s Common Stock, at an exercise price of $1.26 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Holdings Warrants,” and together with the Networks Preferred Stock, the “Networks Offering Securities”).

 

The Networks Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $41.3104 per share (the “Original Issue Price”). Dividends shall be payable only when, as, and if declared by the board of directors of Ondas Networks and Ondas Networks shall be under no obligation to pay such dividends. Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $41.3104. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. The Networks Preferred Stock can be redeemed as the request of the Holder at any time after the fifth anniversary for the greater of the initial investment plus accrued dividends or the amount that would be due if the Networks Preferred Stock was converted into Networks Common Stock as described above.

 

Pursuant to the Networks Agreement, the Company entered into a registration rights agreement with the purchasers to register the resale of the Company’s Common Stock underlying the Holdings Warrants pursuant to a registration statement to be filed no later 180 days following the closing of the Networks Offering. Also, pursuant to the Networks Agreement, the Networks Purchasers became parties to those certain investors’ rights agreement, right of first refusal agreement, and voting agreement, dated July 21, 2023.

 

Ondas Networks will use the proceeds from the sale of the Networks Offering Securities to immediately redeem an amount of shares of Networks Common Stock at the Per Share Price held by the Company that is equivalent to the amount of proceeds raised in the sale of the Networks Offering Securities.

 

The issuance of the OAH Warrants and Networks Offering Securities were exempt from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Ondas Purchasers and Networks Purchasers that it was an “accredited investor” (as defined under Rule 501 of Regulation D) and that it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the OAH Warrants and Networks Offering Securities. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.

 

Agreement and Waiver

 

As previously disclosed, on October 28, 2022, the Company issued the 2022 Convertible Promissory Notes, pursuant to a Purchase Agreement by and between the Company and selected institutional investors (the “Investor”), as amended by the Amended SPA and the Agreement and Waiver. The 2022 Convertible Promissory Notes were convertible into shares of the Company’s Common Stock and were subsequently exchanged by the Company, on a dollar-for-dollar basis, into the 2022 Convertible Exchange Notes. The 2022 Convertible Exchange Notes have a maturity date of April 28, 2025. On July 25, 2023, the Company issued the Additional Notes.

 

On February 23, 2024, the Company and the Investor entered into an Agreement and Waiver (the “Waiver”) with respect to certain terms of the Notes. Pursuant to the Waiver, the Company and the Investor agreed that:

 

●the Investor shall waive Section 4(q) of the SPA, solely with respect to the Offerings;

 

●the Investor shall waive any right to adjust the Conversion Price (as defined in the Notes) of the Notes pursuant to Section 7 of the Notes and any Additional Notes that may be issued from time as a result of the consummation of all or any portion of the Offerings; and

 

●the Investor shall waive any applicable provisions of the SPA or the Notes, including, without limitation, Section 13(f) of the Notes, Section 5(a) of the Notes, and Section 4(m)(iii) of the Purchase Agreement (but, in the case of Section 4(m)(iii) and in the interest of clarity, only with respect to issuances of securities of Networks) such that the Company or any of its subsidiaries, including any “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (“Company Subsidiaries” and each a “Company Subsidiary”) may, directly or indirectly, including through Affiliates (as defined in the Notes) or otherwise, in one or more transactions (including pursuant to a merger), sell, assign, transfer, convey or otherwise dispose of (x) any of (including all or substantially all of) the properties or assets of Networks, or (y) any equity interests (including a controlling equity interest) in Networks, in each case as would otherwise have required the affirmative consent or approval of Investor but for this waiver (each a “Waiver Transaction”), provided that, as consideration for any Waiver Transaction, the Company receives (whether directly or via a distribution from a Company Subsidiary) an amount in cash equal to no less than 125% of the principal and interest under the Notes and any Additional Notes then outstanding as of the date Company gives written notice to Investor of such Waiver Transaction.
XML 39 R25.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure    
Net Income (Loss) $ (44,844,872) $ (73,241,805)
XML 40 R26.htm IDEA: XBRL DOCUMENT v3.24.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
XML 41 R27.htm IDEA: XBRL DOCUMENT v3.24.1
Accounting Policies, by Policy (Policies)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Account Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The Consolidated Financial Statements include the accounts of the Company and our subsidiaries, Ondas Networks, American Robotics, and Airobotics. All inter-company accounts and transactions between these entities have been eliminated in these Consolidated Financial Statements. The functional currency of the Company and all of our subsidiaries is the U.S. dollar.
Business Combinations

Business Combinations

We utilize the purchase method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Ondas’ results of operations beginning on the respective acquisition dates and that assets acquired, and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the Consolidated Statements of Operations. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired, and liabilities assumed in certain cases, may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. 
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. The impairment of Goodwill was $0 and $19,419,600 for the years ended December 31, 2023 and 2022, respectively, see Note 5 – Goodwill and Business Acquisition, for further details.

Intangible assets represent patents, licenses, software 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 3 years for software; 10 years for patents; 3-10 years for developed technology, 10 years for licenses, trademarks, marketing-related assets 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 Ondas Autonomous Systems 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, fair values of financial instruments and goodwill, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.
Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2023 and 2022, 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, 2023, the Company has maintained balances in excess of federally insured limits. As of December 31, 2023, the Company was approximately $13,972,000 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 as well as net of any discounts or other forms of variable consideration. 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, 2023 and 2022.
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, 2023 and 2022, such reserves were $100,254.

Inventory consists of the following:

   December 31,
2023		   December 31,
2022		 
Raw Material  $1,499,727   $2,041,776 
Work in Process   782,770    89,080 
Finished Goods   4,403    142,415 
Less Inventory Reserves   (100,254)   (100,254)
Total Inventory, Net  $2,186,646   $2,173,017 
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) 3 to 7 years for computer equipment, (ii) 5 years for vehicles and docking stations and drones, (iii) 7 - 17 years for furniture and fixtures, (iv) 5 to 7 years for development equipment, and (v) 3 years for machinery and equipment. 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, 2023 and December 31, 2022, 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 are 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 impairment of long-lived assets was $2,523,528 and $12,343 for the years ended December 31, 2023 and 2022, respectively. For additional information on the asset impairment charges, see Note – 2 Summary of Significant Account Policies, Leases, and Note 4 – Property and Equipment.
Research and Development

Research and Development

Costs for research and development are expensed as incurred except for research and development equipment with alternative future use. 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 assets and liabilities measured at fair value on a recurring basis consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments. Our financial assets measured at fair value on a nonrecurring basis include right of use assets, goodwill and intangibles, which are adjusted to fair value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Our estimate of the fair value of right of use assets, goodwill and intangibles are based on expected future cash flows and actual results may differ from those estimates.

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 Company had no assets or liabilities that were required to be valued at fair value as of December 31, 2022. The Company had Level 3 assets that are required to be valued at fair value as of December 31, 2023, see Note – 2 Summary of Significant Account Policies, Leases, and Note 4 – Property and Equipment.

The Company also had Level 3 liabilities that are required to be valued at fair value as of December 31, 2023. The fair value of the government grant liability is determined as the sum of 3% royalty payments on forecasted future sales, discounted using the effective interest method. As of December 31, 2023, the Company made the following assumptions: (i) royalty payments will be made on future sales through 2026, and (ii) the effective interest rate is a range of 17-19%. The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs:

   Government
Grant
Liability		 
Balance as of January 24, 2023  $1,783,403 
Repayment on liability   (6,576)
Government grant liability assumed from Iron Drone asset purchase   307,122 
Fair value adjustment to government grant liability assumed from Iron Drone asset purchase   48,795 
Government grant proceeds received, adjusted to fair value   128,803 
Net Loss on change in fair value of liability   488,157 
Balance as of December 31, 2023  $2,749,704 
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 financing as deferred offering costs until such financing is consummated. After consummation of equity financing, 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 financing 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, 2023 and 2022, the Company recorded a reduction in proceeds received of $0 and $35,841, respectively, related to the ATM Offering. See Note 10 – Stockholders’ Equity.

On July 11, 2023, the Company and the Sales Agent (as defined below), mutually agreed to terminate the ATM Agreement (as defined below), and the Company expensed the remaining deferred offering costs of $145,293 during the year ended December 31, 2023. For the year ended December 31, 2022, the Company expensed offering costs of $45,823. The deferred offering costs outstanding as of December 31, 2023 and 2022, were $0 and $145,293, respectively.
Government Grants

Government Grants

The Government liability was assumed through the acquisition of Airobotics and asset purchase of Iron Drone. Airobotics and Iron Drone received government grants from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”), and the grant funds are repayable to the extent that future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses.

 

At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, which is 17-19%, and if so, the appropriate amount of the liability is derecognized through other income (expense). Amounts paid as royalties are treated as a reduction of the liability. Royalty payments are due every nine months. There is no maturity date. The liability exists until it is paid in full through royalty payments or the Company reports to the IIA there will be no further sales, and they accept this.
Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests

On July 9, 2023, Ondas Networks Inc. entered into an Agreement with a third party for the sale of redeemable preferred stock in Ondas Networks. The preferred stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price and can be redeemed at the request of the Holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock (see Note 11 – Redeemable Noncontrolling Interest). The applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result, the Company recorded the noncontrolling interest as redeemable noncontrolling interest and classified it in temporary equity within its consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to accrete the redeemable noncontrolling interest to the full redemption value as of the earliest redemption date by accruing dividends at 8% per annum and accreting the redemption value to two times the initial investment over five years using the effective interest rate method.
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 U.S. 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 (“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 in determining the fair value of Share-based Awards. The expected term is based on the “simplified method”, due to the Company’s limited option exercise history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. 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 the Company’s common stock, par value $0.0001 (the “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 Statements of Operations.
Advertising and Promotional Expenses

Advertising and Promotional Expenses

We expense advertising and promotional costs as incurred. We recognized expense of $182,070 and $80,934 for the years ended December 31, 2023, and 2022, respectively. These costs are included in Sales and marketing on the accompanying Consolidated Statements of Operations.
Post-Retirement Benefits

Post-Retirement Benefits

We have one 401(k) Savings Plan for US employees that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this 401(k) Plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We recognized expense of $328,357 and $351,837 for the years ended December 31, 2023, and 2022, respectively.

Airobotics’ post-employment benefits are usually funded by deposits with insurance companies and are classified as defined deposit plans or defined benefit plans. Airobotics’ has defined deposit plans, in accordance with Section 14 of Severance Compensation Israeli Law, 1963, according to which Airobotics regularly makes its payments without having a legal or implied obligation to make additional payments even if the fund has not accumulated sufficient amounts to pay all employee benefits, in the current period and in previous periods. Deposits to a defined benefit plan for severance pay or benefits, are recognized as an expense when deposited with the plan in parallel with receiving work services from the employee. All of Airobotics’ employees in Israel are subject to Section 14 of Severance Compensation Israeli Law. We recognized expense of $624,758 for the period of January 24, 2023 through December 31, 2023 related to these post-employment benefits.
Revenue Recognition

Revenue Recognition

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

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.

Ondas Autonomous Systems generates revenue through the sales of their Optimus system and separately priced support, maintenance and ancillary services directly related to the sale of the Optimus system. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems.

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.

 

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 their autonomous systems, it is held in deferred revenue and recognized after operation commences over the length of the subscription service.

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, 2023 and 2022, 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, 2023 and 2022, 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, 2023 and 2022, 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 over time.

Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, in 2023, a significant portion of this revenue is generated from one parent customer 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 either recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied recognized, or 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, depending on the contract.

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.

Ondas Autonomous Systems’ product revenue is comprised of sales of the Optimus system which includes a drone, docking station, different flown sensors (payloads), communications system, batteries, and others. The Optimus system 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.

  

Ondas Autonomous Systems’ service revenue is comprised of separately priced support and maintenance sales, as well as ancillary services directly related to the sale of the Optimus system including product training, installation, and onsite support. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. The customer pays for a monthly, annual, or multi-annual subscription service to remotely access the data collected by their autonomous systems. 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 based on the stand-alone selling prices of these performance obligations, which are stated in our contracts.

Ondas Autonomous Systems’ payment terms vary and range from Net 30 days to Net 60 days from the date of the invoices for product and services related revenue. Ondas Autonomous Systems’ 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.

Disaggregation of Revenue

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

   Years Ended
December 31,		 
   2023   2022 
Type of Revenue        
Product revenue  $12,102,388   $872,660 
Service and subscription revenue   2,126,560    319,140 
Development revenue   1,462,482    934,017 
Total revenue  $15,691,430   $2,125,817 
   Years Ended
December 31,		 
   2023   2022 
Timing of Revenue        
Revenue recognized point in time  $14,071,906   $872,660 
Revenue recognized over time   1,619,524    1,253,157 
Total revenue  $15,691,430   $2,125,817 
   Years Ended
December 31,		 
   2023   2022 
Country of Revenue, based on location services were provided or product was shipped to:        
United States  $5,717,832   $2,125,817 
United Arab Emirates   8,521,393    - 
United Kingdom   995,357    - 
Israel   429,107    - 
India   27,741    - 
Total revenue  $15,691,430   $2,125,817 

 

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 we have recognized revenue over time in accordance with meeting our performance obligation but are unable to invoice the customer yet based on the contractual invoicing terms. The contract asset is reclassified to a receivable when the right to consideration becomes unconditional. The table below details the activity in our contract assets during the year ended December 31, 2023. We did not have any contract assets recorded as of December 31, 2022. Contract assets are included in Other current assets on the Consolidated Balance Sheet.

   Year Ended
December 31,
2023		 
Balance at beginning of period  $- 
Contract assets recognized   928,995 
Reclassification to Accounts receivable, net   (109,888)
Balance at end of period  $819,107 

We recognize a contract liability (deferred revenue) when we receive consideration from a customer, or if we have the unconditional right to consideration (i.e., a receivable), prior to 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, 2023 and 2022.

   Years Ended
December 31,		 
   2023   2022 
Balance, beginning of year  $61,508   $512,397 
Additions   2,438,655    527,268 
Transfer to revenue   (2,223,219)   (978,157)
Balance, end of year  $276,944   $61,508 

Revenue recognized during the year ended December 31, 2023 that was included in the contract liability opening balance was $61,508.

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 obligation as of December 31, 2023 and 2022 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, 2023, the Company’s operating leases consisted of office spaces in Sunnyvale, CA, Marlborough, MA (the “American Robotics Lease”), Waltham, MA (the “Waltham Lease”), and Petah Tikva, Israel (the “Airobotics Leases”).

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 April 1, 2023, the Company amended the 2021 Gibraltar Lease to extend the lease through September 30, 2023, wherein the base rate is $65,676 per month. On November 6, 2023, the Company amended the 2021 Gibraltar Lease, as amended to further extend the lease through June 30, 2024, wherein the base rate is $68,959 per month.

On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, located in Marlborough, Massachusetts, 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 the American Robotics 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 31, 2024. On November 10, 2023, American Robotics amended the American Robotics Lease, as amended to extend the existing lease term from January 31, 2024 to January 31, 2026 and to relinquish a portion of the leased outdoor space. The annual base rent is $14,586 per month starting February 1, 2024, with an annual increase of 3.5% through January 2026. These facilities also serve as Ondas’ corporate headquarters.

On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. The Waltham Lease commenced on March 1, 2022, and is scheduled to 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.

On January 23, 2023, the Company acquired Airobotics and the Airobotics Leases, which includes office space in Petah Tikva, Israel leased according to three different lease agreements. Each agreement is with respect to different sections of the entire leased area and are in effect through December 31, 2023, February 28, 2024, and November 30, 2024 wherein the base rate of the entire leased area is approximately $20,500 per month.

On August 7, 2023, Ondas Networks entered into a 72-month lease agreement with the owner and landlord of office space in Sunnyvale, CA (the “Oakmead Lease”). The Oakmead Lease commenced on October 1, 2023, and is an operating lease through September 30, 2029. Base rent is $77,533 per month, increasing approximately 3% annually, with a security deposit due in the amount of $269,428. Base rent shall be abated during the first twelve months of the term of the lease.

On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, the remaining lease term, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease. This event indicated that the carrying amount of the right of use asset, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts (the “Asset Group”) may not be recoverable. The Asset Group was tested for recoverability using the undiscounted cash flows from the sublease and the Company found the Asset Group to be impaired. The Company determined the Level 3 fair value of the Asset Group using the sum of future cash flows from the sublease, discounted to the present value using an assumed discount rate of 10.5%. Based on this valuation, the Company recorded an impairment charge of $1,383,536 related to the right of use asset associated with this Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023.

 

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,		 
   2023   2022 
Components of total lease costs:        
Operating lease expense  $1,231,198   $1,151,453 
Common area maintenance expense   277,865    103,691 
Short-term lease costs (1)   813,797    48,870 
Total lease costs  $2,322,860   $1,304,014 
(1)Represents short-term leases with an initial term of 12 months or less, which are immaterial.

Lease Positions as of December 31, 2023 and 2022

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

   December 31, 
   2023   2022 
Assets:        
Operating lease assets  $4,701,865   $2,930,996 
Total lease assets  $4,701,865   $2,930,996 
           
Liabilities:          
Operating lease liabilities, current  $685,099   $580,593 
Operating lease liabilities, net of current   5,800,710    2,456,315 
Total lease liabilities  $6,485,809   $3,036,908 

Other Leases Information

   Years ended
December 31,		 
   2023   2022 
Operating cash flows for operating leases  $1,038,556   $878,627 
           
Weighted average remaining lease term (in years)- operating lease   4.73    5.86 
Weighted average discount rate – operating lease   9.99%   5.78%

 

Undiscounted Leases Cash Flows

Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows:

Years ending December 31,    
2024   815,880 
2025   1,802,201 
2026   1,653,139 
2027   1,568,688 
2028   1,616,022 
Thereafter   999,204 
Total future minimum lease payments  $8,455,134 
Lease imputed interest   (1,969,325)
Total  $6,485,809 
Net Loss Per Common Share

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common stockholders (the numerator) by the weighted average number of shares of Common Stock outstanding for each period (the denominator). Income available to common stockholders shall be computed by deducting the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income.

The computation of diluted net loss per share is similar to the computation of basic net loss per share except that the numerator may have to adjust for any dividends and income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of common stock, and the denominator may have to adjust to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued during the period to reflect the potential dilution that could occur from shares of common stock issuable through stock options, warrants, restricted stock units, or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and restricted stock units, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260. Because of the net loss for the years ended December 31, 2023 and 2022, the impact of including this in our computation of diluted net loss per share was anti-dilutive.

The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

   Years Ended
December 31,		 
   2023   2022 
Warrants to purchase common stock   12,566,092    1,901,802 
Options to purchase common stock   4,854,507    2,412,286 
Potential shares issuable under 2022 Convertible Exchange Notes   62,084,776    24,177,835 
Potential shares issuable under 2023 Additional Notes   29,125,732    - 
Restricted stock units   554,466    1,111,617 
Total potentially dilutive securities   109,185,573    29,603,540 
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, 2023, the Company was approximately $13,972,000 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 maintain an allowance for credit losses.

  
Concentration of Customers

Concentration of Customers

Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. Revenue from significant customers, those representing 10% or more of total revenue, was composed of three customers accounting for 42%, 33% and 22% of the Company’s revenue for the year ended December 31, 2023, respectively. One customer accounted for 89% of the Company’s revenue for the year ended December 31, 2022.

Accounts receivable from significant customers, those representing 10% or more of the total accounts receivable, were composed of three customers accounting for 61%, 22% and 12%, respectively, of the Company’s accounts receivable balance as of December 31, 2023. Two customers accounted for 67% and 33% of the Company’s accounts receivable balance as of December 31, 2022, respectively.
Recently Adopted Accounting Pronouncements and SEC Rules

Recently Adopted Accounting Pronouncements and SEC Rules

As of January 1, 2023, the Company adopted the following Accounting Standards Updates (ASU), and the adoption had no impact on our accompanying Consolidated Financial Statements:

  1. ASU No. 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures, as an amendment to ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
  2. ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers; and
  3. ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

On September 29, 2022, the Financial Accounting Standards Board (FASB) issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. Under the new ASU, a company that uses a supplier finance program in connection with the purchase of goods or services will be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU No. 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, except for the roll forward of the supplier finance program obligations, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The adoption of this pronouncement as of January 1, 2023 did not have a material impact on our accompanying Consolidated Financial Statements.

In July 2023, the SEC adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring disclosure of material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy and governance in annual reports. The Company has included the Regulation S-K Item 1C disclosure requirements under this rule in our Annual Report on Form 10-K for the year ended December 31, 2023. Incident disclosure requirements in Form 8-K will be effective for us on June 15, 2024. 
Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

On September 30, 2022, the FASB issued ASU No. 2022-03, which (1) clarifies existing guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and (2) introduces new disclosure requirements for equity securities subject to contractual sale restrictions. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security. Instead, the contractual sale restriction is a characteristic of the reporting entity. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. Additionally, the ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.

In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.

 

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets”, which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company’s Consolidated Financial Statements

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.
Reclassification

Reclassification

Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.
XML 42 R28.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Account Policies [Abstract]  
Schedule of Inventory Inventory consists of the following:
   December 31,
2023		   December 31,
2022		 
Raw Material  $1,499,727   $2,041,776 
Work in Process   782,770    89,080 
Finished Goods   4,403    142,415 
Less Inventory Reserves   (100,254)   (100,254)
Total Inventory, Net  $2,186,646   $2,173,017 
Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs:
   Government
Grant
Liability		 
Balance as of January 24, 2023  $1,783,403 
Repayment on liability   (6,576)
Government grant liability assumed from Iron Drone asset purchase   307,122 
Fair value adjustment to government grant liability assumed from Iron Drone asset purchase   48,795 
Government grant proceeds received, adjusted to fair value   128,803 
Net Loss on change in fair value of liability   488,157 
Balance as of December 31, 2023  $2,749,704 
Schedule of Disaggregated Revenues The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.
   Years Ended
December 31,		 
   2023   2022 
Type of Revenue        
Product revenue  $12,102,388   $872,660 
Service and subscription revenue   2,126,560    319,140 
Development revenue   1,462,482    934,017 
Total revenue  $15,691,430   $2,125,817 
   Years Ended
December 31,		 
   2023   2022 
Timing of Revenue        
Revenue recognized point in time  $14,071,906   $872,660 
Revenue recognized over time   1,619,524    1,253,157 
Total revenue  $15,691,430   $2,125,817 
   Years Ended
December 31,		 
   2023   2022 
Country of Revenue, based on location services were provided or product was shipped to:        
United States  $5,717,832   $2,125,817 
United Arab Emirates   8,521,393    - 
United Kingdom   995,357    - 
Israel   429,107    - 
India   27,741    - 
Total revenue  $15,691,430   $2,125,817 

 
Schedule of Contract Assets Contract assets are included in Other current assets on the Consolidated Balance Sheet.
   Year Ended
December 31,
2023		 
Balance at beginning of period  $- 
Contract assets recognized   928,995 
Reclassification to Accounts receivable, net   (109,888)
Balance at end of period  $819,107 
The table below details the activity in our contract liabilities during the years ended December 31, 2023 and 2022.
   Years Ended
December 31,		 
   2023   2022 
Balance, beginning of year  $61,508   $512,397 
Additions   2,438,655    527,268 
Transfer to revenue   (2,223,219)   (978,157)
Balance, end of year  $276,944   $61,508 
Schedule of Other Leases Information Lease Costs
   Years ended
December 31,		 
   2023   2022 
Components of total lease costs:        
Operating lease expense  $1,231,198   $1,151,453 
Common area maintenance expense   277,865    103,691 
Short-term lease costs (1)   813,797    48,870 
Total lease costs  $2,322,860   $1,304,014 
(1)Represents short-term leases with an initial term of 12 months or less, which are immaterial.
Schedule of Other Leases Information ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:
   December 31, 
   2023   2022 
Assets:        
Operating lease assets  $4,701,865   $2,930,996 
Total lease assets  $4,701,865   $2,930,996 
           
Liabilities:          
Operating lease liabilities, current  $685,099   $580,593 
Operating lease liabilities, net of current   5,800,710    2,456,315 
Total lease liabilities  $6,485,809   $3,036,908 
Schedule of Other Leases Information Other Leases Information
   Years ended
December 31,		 
   2023   2022 
Operating cash flows for operating leases  $1,038,556   $878,627 
           
Weighted average remaining lease term (in years)- operating lease   4.73    5.86 
Weighted average discount rate – operating lease   9.99%   5.78%

 
Schedule of Future Lease Payments Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows:
Years ending December 31,    
2024   815,880 
2025   1,802,201 
2026   1,653,139 
2027   1,568,688 
2028   1,616,022 
Thereafter   999,204 
Total future minimum lease payments  $8,455,134 
Lease imputed interest   (1,969,325)
Total  $6,485,809 
Schedule of Diluted Net Loss Per Share The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
   Years Ended
December 31,		 
   2023   2022 
Warrants to purchase common stock   12,566,092    1,901,802 
Options to purchase common stock   4,854,507    2,412,286 
Potential shares issuable under 2022 Convertible Exchange Notes   62,084,776    24,177,835 
Potential shares issuable under 2023 Additional Notes   29,125,732    - 
Restricted stock units   554,466    1,111,617 
Total potentially dilutive securities   109,185,573    29,603,540 
XML 43 R29.htm IDEA: XBRL DOCUMENT v3.24.1
Other Current Assets (Tables)
 12 Months Ended
Dec. 31, 2023
Other Current Assets [Abstract]  
Schedule of Other Current Assets Other current assets consist of the following:
   Years Ended
December 31,		 
   2023   2022 
Prepaid insurance  $1,035,071   $782,538 
Advance to vendors   442,727    323,698 
Deferred offering costs   -    145,293 
Contract asset   819,107    - 
VAT input credit   232,048    - 
Receivables from employees   40,117    - 
Other prepaid expenses and current assets   398,549    498,084 
Total other current assets  $2,967,619   $1,749,613 
XML 44 R30.htm IDEA: XBRL DOCUMENT v3.24.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2023
Property and Equipment [Abstract]  
Schedule of Property and Equipment Property and equipment consist of the following:
   Years Ended
December 31,		 
   2023   2022 
         
Vehicles  $149,916   $149,916 
Computer equipment   363,141    348,408 
Furniture and fixtures   332,804    461,352 
Leasehold improvements   2,534,014    2,093,812 
Development equipment   294,288    342,142 
Drones and base stations   3,928,958    - 
Machinery and Equipment   60,321    - 
Construction in progress   395,340    330,541 
    8,058,782    3,726,171 
Less: accumulated depreciation   (3,882,824)   (702,886)
Total property and equipment  $4,175,958   $3,023,285 

 
XML 45 R31.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Business Acquisition (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Business Acquisition [Abstract]  
Schedule of Consideration The following table summarizes the consideration paid for Airobotics and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
Purchase price consideration    
Common Stock – 2,844,291 Shares  $5,261,938 
Vested Stock Options – 773,244 Shares   700,690 
Warrants – 586,440 Warrants to purchase shares   - 
Total purchase price consideration  $5,962,628 
      
Estimated fair value of assets acquired:     
Cash and cash equivalents and restricted cash  $1,049,454 
Accounts receivable   112,245 
Inventory   1,494,707 
Other current assets   835,664 
Property and equipment   3,015,602 
Right of use asset   339,104 
Intangible assets   5,977,926 
Other long-term assets   62,851 
Total estimated fair value of assets acquired   12,887,553 
      
Estimated fair value of liabilities assumed:     
Accounts payable   969,242 
Customer Prepayments   1,602,535 
Government grant liability   1,783,403 
Other loans   1,140,301 
Other payables   1,156,057 
Lease liabilities   385,450 
Loan from related party   2,032,875 
Total estimated fair value of liabilities assumed   9,069,863 
      
Net Assets Acquired  $3,817,690 
      
Goodwill  $2,144,938 
Schedule of Operating Results 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, 2022 or what the Company’s operating results will be in future periods.
  

(Unaudited)

Years Ended
December 31,

 
   2023   2022 
Revenue, net  $15,723,466   $2,874,232 
Net loss  $(45,195,015)  $(85,966,141)
Net Loss Per Share – basic and diluted  $(0.86)  $(1.90)
Schedule of Carrying Amount of Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows:
   Ondas
Autonomous
Systems		 
Balance as of January 1, 2022  $45,026,583 
Impairment loss   (19,419,600)
Balance as of December 31, 2022   25,606,983 
Goodwill acquired   2,144,938 
Balance as of December 31, 2023  $27,751,921 
XML 46 R32.htm IDEA: XBRL DOCUMENT v3.24.1
Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2023
Intangible Assets [Abstract]  
Schedule of Components of Intangible Assets The components of intangible assets, all of which are finite lived, were as follows:
   December 31, 2023   December 31, 2022    
   Gross
Carrying
Amount		   Accumulated
Amortization		   Net
Carrying
Amount		   Gross
Carrying
Amount		   Accumulated
Amortization		   Net
Carrying
Amount		   Useful
Life
                            
Patents  $117,810   $(43,153)  $74,657   $82,431   $(27,331)  $55,100   10
Patents in process   142,239    
-
    142,239    119,760    
-
    119,760  
N/A
Licenses   241,909    (89,859)   152,050    241,909    (65,665)   176,244   10
Software   211,411    (167,412)   43,999    161,284    (84,682)   76,602   3
Trademarks   3,230,000    (776,235)   2,453,765    3,230,000    (453,242)   2,776,758   10
FAA waiver   5,930,000    (1,425,101)   4,504,899    5,930,000    (832,113)   5,097,887   10
Developed technology   27,977,331    (5,632,170)   22,345,161    23,270,614    (2,752,353)   20,518,261   3 - 10
Non-compete agreements   840,000    (840,000)   
-
    840,000    (840,000)   
-
   1
Marketing-related assets   890,000    (82,540)   807,460    
-
    
-
    
-
   10
Customer relationships   1,010,000    (205,048)   804,952    60,000    (16,839)   43,161   5
   $40,590,700   $(9,261,518)  $31,329,182   $33,935,998   $(5,072,225)  $28,863,773    
Schedule of Estimated Amortization Expense Expected amortization expense for the next five years for the intangible costs currently being amortized is as follows:
Year Ending December 31,  Expected
Amortization		 
2024  $4,206,541 
2025   4,149,761 
2026   4,066,033 
2027   4,058,871 
2028   3,787,781 
Thereafter   11,060,195 
Total  $31,329,182 
XML 47 R33.htm IDEA: XBRL DOCUMENT v3.24.1
Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2023
Accrued Expenses and Other Current Liabilities [Abstract]  
Schedule of Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following:
   Years Ended
December 31,		 
   2023   2022 
Accrued payroll and other benefits  $2,423,709   $390,698 
D&O insurance financing payable   -    516,619 
Accrued professional fees   315,863    792,367 
Accrued purchase consideration   -    145,833 
Accrued interest   652,631    176,629 
Other accrued expenses and payables   195,674    1,246,847 
Total accrued expenses and other current liabilities  $3,587,877   $3,268,993 
XML 48 R34.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders’ Equity (Tables)
 12 Months Ended
Dec. 31, 2023
Stockholders’ Equity [Abstract]  
Schedule of Assumptions Used in the Black-Scholes Model The assumptions used in the Black-Scholes Model are set forth in the table below.
   December 31,
2023		 
Stock price  $1.14-2.00 
Risk-free interest rate   4.09-4.70% 
Volatility   50.64-55.34% 
Expected life in years   0.12-5.00 
Dividend yield   0.00% 
   2023   2022 
Stock price  $1.24 – $2.06   $3.81 – $6.55 
Risk-free interest rate   3.61 – 4.82%    1.82 – 3.95% 
Volatility   49.83 – 58.92%    46.42 – 48.96% 
Expected life in years   0.12 – 6.25    5.80 – 6.30 
Dividend yield   0.00%    0.00% 

  
Schedule of Warrants Activity A summary of our Warrants activity and related information follows:
    Number of Shares Under Warrant     Weighted Average Exercise Price     Weighted
Average
Remaining
Contractual
Life		  
Balance as of January 1, 2022     3,305,854     $ 8.53       5.20  
Expired     (1,404,052 )   $ 9.75          
Balance as of December 31, 2022     1,901,802     $ 7.63       7.47  
Granted     10,786,440     $ 1.38          
Expired     (122,150 )   $ 12.35          
Balance as of December 31, 2023     12,566,092     $ 2.22       4.71  
Schedule of Stock Option Activity A summary of our Option activity and related information follows:
   Number of Shares Under Option   Weighted Average Exercise Price   Weighted
Average
Remaining
Contractual
Life		 
Balance as of January 1, 2022   687,448   $6.79    8.20 
Granted   2,094,000   $5.17      
Exercised   (31,057)  $2.09      
Forfeited   (168,105)  $2.77      
Canceled   (170,000)  $6.43      
Balance as of December 31, 2022   2,412,286   $5.77    7.58 
Granted   3,451,321   $3.63      
Exercised   (89,042)  $0.49      
Forfeited   (673,292)  $3.90      
Canceled   (246,766)  $6.03      
Balance as of December 31, 2023   4,854,507   $4.59    7.34 
Vested and Exercisable as of December 31, 2023   2,118,648   $6.62    5.19 
Schedule of Stock-Based Compensation Expense for Stock Options Total stock-based compensation expense for stock options for the years ended December 31, 2023 and 2022 is as follows:
   Years Ended
December 31,		 
   2023   2022 
General and administrative  $343,371   $536,269 
Sales and marketing   523,798    509,789 
Research and development   223,513    720,554 
Cost of goods sold   50,341    - 
Total stock-based expense related to options  $1,141,023   $1,766,612 
Total stock-based compensation expense for RSUs for the years ended December 31, 2023 and 2022 is as follows:
   Years Ended
December 31,		 
   2023   2022 
General and administrative  $(152,814)  $3,259,648 
Sales and marketing   90,899    24,632 
Research and development   (31,710)   806,543 
Total stock-based expense related to RSUs  $(93,625)  $4,090,823 
Schedule of Restricted Stock Unit Activity A summary of our RSUs activity and related information follows:
   RSUs   Weighted Average Grant Date Fair Value   Weighted
Average
Vesting Period (Years)		 
Unvested balance at January 1, 2022   1,431,922   $12.12    2.5 
Granted   190,860   $2.52      
Vested   (512,755)  $8.06      
Canceled   -   $-      
Unvested balance at December 31, 2022   1,110,027   $6.89    1.52 
Granted   722,682   $0.66      
Vested   (823,143)  $5.00      
Canceled   (455,100)   7.41      
Unvested balance at December 31, 2023   554,466   $1.14    0.66 

 
XML 49 R35.htm IDEA: XBRL DOCUMENT v3.24.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Information [Abstract]  
Schedule of Segment Information The following table presents segment information for years ended December 31, 2023 and 2022:
   Year Ended   Year Ended 
   December 31, 2023   December 31, 2022 
   Ondas
Networks		   Ondas
Autonomous
Systems		   Total   Ondas
Networks		   Ondas
Autonomous
Systems		   Total 
Revenue, net  $6,722,230   $8,969,200   $15,691,430   $1,931,677   $194,140   $2,125,817 
Depreciation and amortization   142,866    4,849,059    4,991,925    142,635    3,876,913    4,019,548 
Interest income   119,200    4,674    123,874    12,771    12,771    25,542 
Interest expense   2,106,416    2,048,343    4,154,759    1,888,349    1,873,349    3,761,698 
Stock based compensation   1,111,256    (63,858)   1,047,398    1,188,217    4,669,218    5,857,435 
Goodwill impairment   -    -    -    -    19,419,600    19,419,600 
Benefit from income taxes   -    -    -    -    -    - 
Net loss   (17,285,494)   (27,559,378)   (44,844,872)   (14,361,407)   (58,880,398)   (73,241,805)
Goodwill   -    27,751,921    27,751,921    -    25,606,983    25,606,983 
Capital expenditure   79,208    131,827    211,035    97,853    2,783,047    2,880,900 
Total assets   19,272,162    72,892,520    92,164,682    34,227,117    63,718,128    97,945,245 
XML 50 R36.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Taxes [Abstract]  
Schedule of Income Taxes The provision (benefit) from income taxes was as follows:
    December 31, 
    2023    2022 
Current          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 
Deferred          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 
Total          
U.S. Federal  $-   $- 
State and local   -    - 
   $-   $- 

 
Schedule of Deferred Tax 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, 
   2023   2022 
Deferred Tax Assets:        
Tax benefit of net operating loss carry-forward  $62,608,641   $27,478,875 
Accrued liabilities   336,802    96,363 
Stock based compensation   223,047    949,089 
Depreciation   183,361    91,639 
Inventory reserve   29,962    27,321 
Investment impairment   448,289    - 
Operating lease liabilities   1,910,688    827,607 
R&D capitalization   8,793,631    5,683,784 
R&D credit   751,488    751,488 
Other   1,446,535    - 
Total deferred tax assets   76,732,444    35,906,166 
           
Deferred Tax Liabilities:          
Amortization   -    (3,078)
Intangibles   (6,450,630)   (5,885,385)
Deferred rent   (1,379,646)   (798,745)
Total deferred tax liabilities   (7,830,276)   (6,687,208)
Total net deferred tax assets   68,902,168    29,218,958 
Valuation allowance for deferred tax assets   (68,902,168)   (29,218,958)
Deferred tax assets, net of valuation allowance  $-   $- 
Schedule of Company’s Allowance The change in the Company’s valuation allowance is as follows:
   Years Ended
December 31,		 
   2023   2022 
         
Beginning of the year  $29,218,958   $14,528,920 
Change in valuation account   39,683,210    14,690,038 
End of the year  $68,902,168   $29,218,958 
Schedule of Reconciliation of the Provision for Income Taxes A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows:
    Years Ended
December 31,		  
    2023     2022  
U.S. federal statutory rate     (21.0 )%     (21.0 )%
Federal true ups     0.88 %     0.40 %
State taxes, net of federal benefit     (4.86 )%     (7.61 )%
Change in valuation allowance     24.24 %     20.06 %
Goodwill Impairment     - %     5.57 %
Stock compensation    
0.94
 %     2.02 %
Foreign rate differential     (0.35 )%     - %
Nondeductible expenses     0.06 %     0.56 %
Effective income tax rate     - %     - %
XML 51 R37.htm IDEA: XBRL DOCUMENT v3.24.1
Description of Business and Basis of Presentation (Details) - USD ($)
 12 Months Ended
Feb. 29, 2024
Oct. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Aug. 16, 2022
Description of Business and Basis of Presentation [Line Items]          
Accumulated deficit     $ 198,360,000    
Net of debt discount and issuance costs long term borrowings     5,368,000    
Net of debt discount and issuance costs short term borrowings     392,000    
Net debt discount     26,213,000    
Net of debt discount and issuance costs     1,968,000    
Cash and restricted cash     15,022,000    
Working capital     12,334,000    
Cash proceeds for convertible debt   $ 27,702,000      
Offering amount       $ 6,090,000  
Redeemable preferred stock     14,692,000    
Net proceeds     $ 9,310,000    
Corporate alternative minimum tax         15.00%
Excise tax percentage         1.00%
Forecast [Member]          
Description of Business and Basis of Presentation [Line Items]          
Redeemable preference shares $ 4,500,000        
issued common stock warrants $ 4,100,000        
XML 52 R38.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details)
 11 Months Ended 12 Months Ended
Apr. 30, 2025
USD ($)
Feb. 01, 2024
USD ($)
Jan. 31, 2024
USD ($)
Jan. 15, 2024
USD ($)
Nov. 06, 2023
USD ($)
Aug. 07, 2023
USD ($)
Jul. 09, 2023
Apr. 01, 2023
USD ($)
Jan. 23, 2023
USD ($)
Oct. 08, 2021
USD ($)
Aug. 05, 2021
USD ($)
Jan. 22, 2021
USD ($)
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Aug. 19, 2021
m²
Summary of Significant Account Policies [Line Items]                                
Impairment of goodwill                           $ 19,419,600  
Federally insured limits                         $ 13,972,000 13,972,000    
Reserves                         100,254 100,254    
Impairment of long lived assets                           $ 2,523,528 12,343  
Royalty payments percentage                           3.00%    
Proceed received from deferred Offering Costs                           $ 0 35,841  
Remaining deferred offering costs                         145,293 145,293    
Expensed offering costs                             45,823  
Deferred offering costs outstanding                         $ 0 $ 0 $ 145,293  
Preferred stock rate                           8.00%    
Accruing dividends percentage             8.00%                  
Initial investment period             5 years                  
Recognized uncertain income tax percentage                           50.00%    
Common stock, par value (in Dollars per share) | $ / shares                         $ 0.0001 $ 0.0001 $ 0.0001  
Advertising and promotional expenses                           $ 182,070 $ 80,934  
Recognized expense                           328,357 $ 351,837  
Contract liability                           $ 61,508    
Base rate per month         $ 68,959 $ 77,533   $ 65,676 $ 20,500 $ 39,375 $ 15,469 $ 45,000        
Security deposit amount           $ 269,428       $ 104,040 $ 24,166 $ 90,000        
Annually base rate percentage   3.50% 3.00%     3.00%       3.00% 3.00%     10.50%    
Space to approximately square feet (in Square Meters) | m²                               10,450
Impairment charge                           $ 1,383,536    
Minimum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Effective interest rate                         17.00% 17.00%    
Maximum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Effective interest rate                         19.00% 19.00%    
Software [Member]                                
Summary of Significant Account Policies [Line Items]                                
Intangible assets with a finite life                         3 years 3 years    
Patents [Member]                                
Summary of Significant Account Policies [Line Items]                                
Intangible assets with a finite life                         10 years 10 years    
Developed Technology [Member] | Minimum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Intangible assets with a finite life                         3 years 3 years    
Developed Technology [Member] | Maximum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Intangible assets with a finite life                         10 years 10 years    
licenses [Member]                                
Summary of Significant Account Policies [Line Items]                                
Intangible assets with a finite life                         10 years 10 years    
Customer Relationships [Member]                                
Summary of Significant Account Policies [Line Items]                                
Intangible assets with a finite life                         5 years 5 years    
Non-Compete Agreements [Member]                                
Summary of Significant Account Policies [Line Items]                                
Intangible assets with a finite life                         1 year 1 year    
Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]                                
Summary of Significant Account Policies [Line Items]                                
Consideration risk percentage                           10.00%    
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]                                
Summary of Significant Account Policies [Line Items]                                
Consideration risk percentage                           42.00% 89.00%  
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]                                
Summary of Significant Account Policies [Line Items]                                
Consideration risk percentage                           61.00% 67.00%  
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]                                
Summary of Significant Account Policies [Line Items]                                
Consideration risk percentage                           33.00%    
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]                                
Summary of Significant Account Policies [Line Items]                                
Consideration risk percentage                           22.00% 33.00%  
Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]                                
Summary of Significant Account Policies [Line Items]                                
Consideration risk percentage                           22.00%    
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]                                
Summary of Significant Account Policies [Line Items]                                
Consideration risk percentage                           12.00%    
Other Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]                                
Summary of Significant Account Policies [Line Items]                                
Consideration risk percentage                           10.00%    
Preferred Stock [Member]                                
Summary of Significant Account Policies [Line Items]                                
Preferred stock rate             8.00%                  
Government Grants [Member] | Minimum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Effective interest rate                         17.00% 17.00%    
Government Grants [Member] | Maximum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Effective interest rate                         19.00% 19.00%    
Postemployment Retirement Benefits [Member]                                
Summary of Significant Account Policies [Line Items]                                
Recognized expense                         $ 624,758      
Forecast [Member]                                
Summary of Significant Account Policies [Line Items]                                
Base rate per month $ 41,250 $ 14,586 $ 8,802 $ 22,920                        
FDIC [Member]                                
Summary of Significant Account Policies [Line Items]                                
Insured limit amount                         $ 13,972,000 $ 13,972,000    
Computer Equipment [Member] | Minimum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Estimated useful lives                         3 years 3 years    
Computer Equipment [Member] | Maximum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Estimated useful lives                         7 years 7 years    
Vehicles and Docking Stations [Member]                                
Summary of Significant Account Policies [Line Items]                                
Estimated useful lives                         5 years 5 years    
Furniture and Fixtures [Member] | Minimum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Estimated useful lives                         7 years 7 years    
Furniture and Fixtures [Member] | Maximum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Estimated useful lives                         17 years 17 years    
Development Equipment [Member] | Minimum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Estimated useful lives                         5 years 5 years    
Development Equipment [Member] | Maximum [Member]                                
Summary of Significant Account Policies [Line Items]                                
Estimated useful lives                         7 years 7 years    
Machinery and Equipment [Member]                                
Summary of Significant Account Policies [Line Items]                                
Estimated useful lives                         3 years 3 years    
XML 53 R39.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of Inventory - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Schedule of Inventory [Abstract]    
Raw Material $ 1,499,727 $ 2,041,776
Work in Process 782,770 89,080
Finished Goods 4,403 142,415
Less Inventory Reserves (100,254) (100,254)
Total Inventory, Net $ 2,186,646 $ 2,173,017
XML 54 R40.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs - Government Grant Liability [Member]
 11 Months Ended
Dec. 31, 2023
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Balance as of January 24, 2023 $ 1,783,403
Repayment on liability (6,576)
Government grant liability assumed from Iron Drone asset purchase 307,122
Fair value adjustment to government grant liability assumed from Iron Drone asset purchase 48,795
Government grant proceeds received, adjusted to fair value 128,803
Net Loss on change in fair value of liability 488,157
Balance as of December 31, 2023 $ 2,749,704
XML 55 R41.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of Disaggregated Revenues - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]    
Disaggregate revenue $ 15,691,430 $ 2,125,817
Revenue recognized point in time [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 14,071,906 872,660
Revenue recognized over time [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 1,619,524 1,253,157
Product revenue [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 12,102,388 872,660
Service and subscription revenue [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 2,126,560 319,140
Development revenue [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 1,462,482 934,017
United States [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 5,717,832 2,125,817
United Arab Emirates [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 8,521,393
United Kingdom [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 995,357
Israel [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue 429,107
India [Member]    
Disaggregation of Revenue [Line Items]    
Disaggregate revenue $ 27,741
XML 56 R42.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of Contract Assets - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule Of Contract Assets Abstract    
Balance at beginning of period  
Balance at end of period 819,107
Balance, beginning of year 61,508 512,397
Balance, end of year 276,944 61,508
Contract assets recognized 928,995  
Reclassification to Accounts receivable, net (109,888)  
Additions 2,438,655 527,268
Transfer to revenue $ (2,223,219) $ (978,157)
XML 57 R43.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of Lease Costs - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Components of total lease costs:    
Operating lease expense $ 1,231,198 $ 1,151,453
Common area maintenance expense 277,865 103,691
Short-term lease costs [1] 813,797 48,870
Total lease costs $ 2,322,860 $ 1,304,014
[1] Represents short-term leases with an initial term of 12 months or less, which are immaterial.
XML 58 R44.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of ROU Lease Assets and Lease Liabilities - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Assets:    
Operating lease assets $ 4,701,865 $ 2,930,996
Total lease assets 4,701,865 2,930,996
Liabilities:    
Operating lease liabilities, current 685,099 580,593
Operating lease liabilities, net of current 5,800,710 2,456,315
Total lease liabilities $ 6,485,809 $ 3,036,908
XML 59 R45.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of Other Leases Information - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Other Leases Information [Abstract]    
Operating cash flows for operating leases $ 1,038,556 $ 878,627
Weighted average remaining lease term (in years)- operating lease 4 years 8 months 23 days 5 years 10 months 9 days
Weighted average discount rate – operating lease 9.99% 5.78%
XML 60 R46.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of Future Lease Payments
Dec. 31, 2023
USD ($)
Schedule of Future Lease Payments [Abstract]  
2024 $ 815,880
2025 1,802,201
2026 1,653,139
2027 1,568,688
2028 1,616,022
Thereafter 999,204
Total future minimum lease payments 8,455,134
Lease imputed interest (1,969,325)
Total $ 6,485,809
XML 61 R47.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Significant Account Policies (Details) - Schedule of Diluted Net Loss Per Share - shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Diluted Net Loss Per Share [Abstract]    
Total potentially dilutive securities 109,185,573 29,603,540
Warrants to purchase common stock [Member]    
Schedule of Diluted Net Loss Per Share [Abstract]    
Total potentially dilutive securities 12,566,092 1,901,802
Options to purchase common stock [Member]    
Schedule of Diluted Net Loss Per Share [Abstract]    
Total potentially dilutive securities 4,854,507 2,412,286
Potential shares issuable under 2022 Convertible Exchange Notes [Member]    
Schedule of Diluted Net Loss Per Share [Abstract]    
Total potentially dilutive securities 62,084,776 24,177,835
Potential shares issuable under 2023 Additional Notes [Member]    
Schedule of Diluted Net Loss Per Share [Abstract]    
Total potentially dilutive securities 29,125,732
Restricted stock units [Member]    
Schedule of Diluted Net Loss Per Share [Abstract]    
Total potentially dilutive securities 554,466 1,111,617
XML 62 R48.htm IDEA: XBRL DOCUMENT v3.24.1
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Schedule of Other Current Assets [Abstract]    
Prepaid insurance $ 1,035,071 $ 782,538
Advance to vendors 442,727 323,698
Deferred offering costs 145,293
Contract asset 819,107
VAT input credit 232,048
Receivables from employees 40,117
Other prepaid expenses and current assets 398,549 498,084
Total other current assets $ 2,967,619 $ 1,749,613
XML 63 R49.htm IDEA: XBRL DOCUMENT v3.24.1
Property and Equipment (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Property and Equipment [Line Items]    
Depreciation expense $ 844,833 $ 449,458
Disposal of computer equipment 52,595 382,060
Net property and equipment 4,175,958 $ 3,023,285
Impairment charge 1,127,769  
Israel [Member]    
Property and Equipment [Line Items]    
Net property and equipment 1,939,716  
United Arab Emirates [Member]    
Property and Equipment [Line Items]    
Net property and equipment $ 298,363  
XML 64 R50.htm IDEA: XBRL DOCUMENT v3.24.1
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 8,058,782 $ 3,726,171
Less: accumulated depreciation (3,882,824) (702,886)
Total property and equipment 4,175,958 3,023,285
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 363,141 348,408
Furniture and fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 332,804 461,352
Leasehold improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 2,534,014 2,093,812
Development equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 294,288 342,142
Drones and base stations [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 3,928,958
Machinery and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross 60,321
Construction in progress [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment gross $ 395,340 $ 330,541
XML 65 R51.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Business Acquisition (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2023
₪ / shares
Oct. 05, 2021
$ / shares
Goodwill and Business Acquisition [Abstract]        
Par value shares (in New Shekels per share) | (per share)     ₪ 0.01 $ 0.00001
Exchange ratio 0.16806      
Ordinary shares received amount $ 2,800,000      
Equity underlying shares amount 1,700,000      
Fair value of property 68,483      
Valuation of the customer relationships $ 80,000      
Impairment amount   $ 19,419,600    
XML 66 R52.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Business Acquisition (Details) - Schedule of Consideration - Business Combination [Member]
Dec. 31, 2023
USD ($)
Purchase price consideration  
Common Stock – 2,844,291 Shares $ 5,261,938
Vested Stock Options – 773,244 Shares 700,690
Warrants – 586,440 Warrants to purchase shares
Total purchase price consideration 5,962,628
Estimated fair value of assets acquired:  
Cash and cash equivalents and restricted cash 1,049,454
Accounts receivable 112,245
Inventory 1,494,707
Other current assets 835,664
Property and equipment 3,015,602
Right of use asset 339,104
Intangible assets 5,977,926
Other long-term assets 62,851
Total estimated fair value of assets acquired 12,887,553
Estimated fair value of liabilities assumed:  
Accounts payable 969,242
Customer Prepayments 1,602,535
Government grant liability 1,783,403
Other loans 1,140,301
Other payables 1,156,057
Lease liabilities 385,450
Loan from related party 2,032,875
Total estimated fair value of liabilities assumed 9,069,863
Net Assets Acquired 3,817,690
Goodwill $ 2,144,938
XML 67 R53.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) - Business Combination [Member]
Dec. 31, 2023
shares
Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) [Line Items]  
Common stock shares 2,844,291
Vested stock options shares 773,244
Warrants purchase shares 586,440
XML 68 R54.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Business Acquisition (Details) - Schedule of Operating Results - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Operating Results [Abstract]    
Revenue, net $ 15,723,466 $ 2,874,232
Net loss $ (45,195,015) $ (85,966,141)
Net Loss Per Share – basic (in Dollars per share) $ (0.86) $ (1.9)
XML 69 R55.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Business Acquisition (Details) - Schedule of Operating Results (Parentheticals) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Operating Results [Abstract]    
Net Loss Per Share – diluted $ (0.86) $ (1.90)
XML 70 R56.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Business Acquisition (Details) - Schedule of Carrying Amount of Goodwill - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Carrying Amount of Goodwill [Abstract]    
Balance at Beginning $ 25,606,983 $ 45,026,583
Impairment loss (19,419,600)
Goodwill acquired 2,144,938  
Balance at Ending $ 27,751,921 $ 25,606,983
XML 71 R57.htm IDEA: XBRL DOCUMENT v3.24.1
Intangible Assets (Details) - USD ($)
 1 Months Ended 12 Months Ended
Aug. 31, 2022
Mar. 20, 2022
Dec. 31, 2023
Dec. 31, 2022
Apr. 05, 2022
Intangible Assets [Line Items]          
Amortization expense     $ 4,147,092 $ 3,570,090  
Recognized losses     12,223 12,343  
Cash   $ 900,000      
Common stock shares (in Shares)   780,000      
Transaction amount         $ 6,843,600
Purchase consideration $ 250,000        
Cash payable in monthly instalments 75,520        
Research and development amounts 18,506        
Intangibles for developed technology $ 307,014        
Accrued expenses and other current liabilities     $ 3,587,877 3,268,993  
Asset purchase agreement, description     The consideration for the Iron Drone Transaction was (i) $135,000 in cash, (ii) 46,129 shares of the Company’s Common Stock, (iii) warrants exercisable for 26,553 shares of the Company’s Common Stock with an exercise price of $11.95, which shall be exercisable if, during the 48 month period following the closing, the average price per share of the Company’s Common Stock exceeds $52.38 for a period of at least 90 consecutive trading days, (iv) a right to acquire 35,377 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of the Company’s Common Stock exceeds $18.25 for a period of at least 90 consecutive trading days, and (v) a right to acquire 70,753 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of Company’s Common Stock exceeds $20.27 for a period of at least 90 consecutive trading days. On March 6, 2023, the Company completed the Iron Drone Transaction. The Company acquired intangibles for developed technology for $576,717.    
Common Stock [Member]          
Intangible Assets [Line Items]          
Share issued (in Shares) 16,000        
North Dakota Limited [Member]          
Intangible Assets [Line Items]          
Cash paid       104,167  
Accrued expenses and other current liabilities       $ 145,333  
XML 72 R58.htm IDEA: XBRL DOCUMENT v3.24.1
Intangible Assets (Details) - Schedule of Components of Intangible Assets - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 40,590,700 $ 33,935,998
Accumulated Amortization (9,261,518) (5,072,225)
Net Carrying Amount 31,329,182 28,863,773
Patents [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 117,810 82,431
Accumulated Amortization (43,153) (27,331)
Net Carrying Amount $ 74,657 55,100
Useful Life 10 years  
Patents in Process [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 142,239 119,760
Accumulated Amortization
Net Carrying Amount $ 142,239 119,760
Useful Life  
Licenses [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 241,909 241,909
Accumulated Amortization (89,859) (65,665)
Net Carrying Amount $ 152,050 176,244
Useful Life 10 years  
Software [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 211,411 161,284
Accumulated Amortization (167,412) (84,682)
Net Carrying Amount $ 43,999 76,602
Useful Life 3 years  
Trademarks [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 3,230,000 3,230,000
Accumulated Amortization (776,235) (453,242)
Net Carrying Amount $ 2,453,765 2,776,758
Useful Life 10 years  
FAA waiver [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 5,930,000 5,930,000
Accumulated Amortization (1,425,101) (832,113)
Net Carrying Amount $ 4,504,899 5,097,887
Useful Life 10 years  
Developed technology [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 27,977,331 23,270,614
Accumulated Amortization (5,632,170) (2,752,353)
Net Carrying Amount $ 22,345,161 20,518,261
Developed technology [Member] | Minimum [Member]    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 3 years  
Developed technology [Member] | Maximum [Member]    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 10 years  
Non-compete Agreements [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 840,000 840,000
Accumulated Amortization (840,000) (840,000)
Net Carrying Amount
Useful Life 1 year  
Marketing-related assets [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 890,000
Accumulated Amortization (82,540)
Net Carrying Amount $ 807,460
Useful Life 10 years  
Customer relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,010,000 60,000
Accumulated Amortization (205,048) (16,839)
Net Carrying Amount $ 804,952 $ 43,161
Useful Life 5 years  
XML 73 R59.htm IDEA: XBRL DOCUMENT v3.24.1
Intangible Assets (Details) - Schedule of Estimated Amortization Expense - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Schedule of Estimated Amortization Expense [Abstract]    
2024 $ 4,206,541  
2025 4,149,761  
2026 4,066,033  
2027 4,058,871  
2028 3,787,781  
Thereafter 11,060,195  
Total $ 31,329,182 $ 28,863,773
XML 74 R60.htm IDEA: XBRL DOCUMENT v3.24.1
Long-Term Equity Investment (Details)
 12 Months Ended
Oct. 05, 2021
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
Dec. 31, 2023
₪ / shares
Dec. 31, 2022
USD ($)
Jul. 15, 2022
USD ($)
$ / shares
shares
Long-Term Equity Investment [Line Items]          
Purchase shares (in Shares) | shares 3,141,098        
Par value (in Dollars per share) | (per share) $ 0.00001   ₪ 0.01    
Aggregate amount $ 500,000        
Subscription per share (in Dollars per share) | $ / shares $ 0.15918        
Ownership percentage 11.00%        
Subscribed preferred stock (in Shares) | shares         3,357,958
Aggregate price         $ 1,000,000
Subscription price per share (in Dollars per share) | $ / shares         $ 0.2978
Investment shares (in Shares) | shares         6,499,056
Impairment charge   $ 1,500,000      
Long-term equity investment   $ 0   $ 1,500,000  
Ondas Holdings Investment [Member]          
Long-Term Equity Investment [Line Items]          
Ownership percentage         19.00%
Ondas Holdings Investment [Member] | Private Placement [Member]          
Long-Term Equity Investment [Line Items]          
Ownership percentage         8.00%
XML 75 R61.htm IDEA: XBRL DOCUMENT v3.24.1
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]    
Accrued payroll and other benefits $ 2,423,709 $ 390,698
D&O insurance financing payable 516,619
Accrued professional fees 315,863 792,367
Accrued purchase consideration 145,833
Accrued interest 652,631 176,629
Other accrued expenses and payables 195,674 1,246,847
Total accrued expenses and other current liabilities $ 3,587,877 $ 3,268,993
XML 76 R62.htm IDEA: XBRL DOCUMENT v3.24.1
Long-Term Notes Payable (Details)
 1 Months Ended 9 Months Ended 12 Months Ended
Jul. 24, 2023
USD ($)
Oct. 28, 2022
USD ($)
Mar. 22, 2022
Jul. 21, 2023
USD ($)
Sep. 30, 2023
Dec. 31, 2023
USD ($)
$ / shares
$ / item
shares
Dec. 31, 2022
USD ($)
shares
Apr. 30, 2022
$ / shares
Long-Term Notes Payable [Line Items]                
Bearing interest rate           3.00%    
Valuation of fully diluted basis           $ 50,000,000    
Convertible promissory note             $ 300,000  
Interest expense           15,000    
Amortization expense related to debt discount           $ 1,069,388 2,358,871  
Debt issuance costs             $ 1,186,972  
Senior convertible percentage         3.00%      
Weighted average price       125.00%        
Aggregate principal amount       $ 46,000,000        
Share price per share (in Dollars per share) | $ / shares           $ 1.5   $ 7.13
Converting to common Stock           $ 500,000    
Common shares issued (in Shares) | shares           14,028,022 415,161  
Discount percentage         92.00%      
Floor price (in Dollars per share) | $ / shares           $ 0.32    
Conversion price per share (in Dollars per share) | $ / shares           $ 1.5    
Purchase percentage 3.00%              
Gross proceed percentage 13.00%   3.00%          
Gross proceeds $ 10,000,000              
Floor price (in Dollars per Item) | $ / item           0.4    
Lowest rate           92.00%    
Debt discount           $ 9,310,000    
Accrued expenses           652,631 $ 176,629  
Recognized interest expense           1,027,480    
Interest Expense, Debt, Excluding Amortization           2,070,390    
Recognized interest expense             176,629  
Issuance cost           $ 789,390    
Grants interest rate           100.00%    
Common Stock [Member]                
Long-Term Notes Payable [Line Items]                
Bearing interest rate           20.00%    
Accrued Interest [Member]                
Long-Term Notes Payable [Line Items]                
Accrued interest           $ 26,844 $ 40,965  
2022 Convertible Exchange Notes [Member]                
Long-Term Notes Payable [Line Items]                
Maturity date           November 1, 2022 through the maturity date of April 28, 2025    
Minimum installment amount           $ 1,437,500    
Price per share (in Dollars per share) | $ / shares           $ 1.5    
2022 Convertible Exchange Notes [Member] | Common Stock [Member]                
Long-Term Notes Payable [Line Items]                
Price per share (in Dollars per share) | $ / shares           $ 1.45    
Convertible Exchange Notes [Member]                
Long-Term Notes Payable [Line Items]                
Unamortized debt discount           $ 28,504,661    
Additional Notes [Member]                
Long-Term Notes Payable [Line Items]                
Unamortized debt discount           1,570,739    
Debt discount           2,360,129    
Convertible Notes Payable [Member]                
Long-Term Notes Payable [Line Items]                
Bearing interest rate             3.00%  
Convertible promissory note           $ 300,000    
Description of payment of quarterly gross revenue           The maturity date of the 2017 Convertible Promissory Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid.    
Interest expense             $ 27,703,000  
Principal amount   $ 34,500,000            
Amortization expense related to debt discount   4,500,000            
Debt issuance costs   $ 2,300,000            
Minimum installment amount           $ 500,000    
Convertible Debt [Member]                
Long-Term Notes Payable [Line Items]                
Principal amount $ 11,500,000         1,437,500    
Convertible Promissory Notes [Member]                
Long-Term Notes Payable [Line Items]                
Amortization expense related to debt discount           30,048,135    
Debt issuance costs           3,251,865    
Government Grant Liability [Member]                
Long-Term Notes Payable [Line Items]                
Interest expense           427,208    
Aggregate amount           $ 3,100,000    
Future sales percentage           3.00%    
Paid royalties           $ 460,000    
LIBOR interest           $ 2,749,704    
XML 77 R63.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders’ Equity (Details) - USD ($)
 1 Months Ended 12 Months Ended
Feb. 02, 2024
Aug. 11, 2023
Jul. 24, 2023
Feb. 09, 2023
Jan. 23, 2023
Apr. 30, 2022
Mar. 22, 2022
Jan. 29, 2021
Sep. 29, 2023
Jul. 23, 2023
Mar. 16, 2023
Oct. 26, 2022
Dec. 31, 2023
Dec. 31, 2022
Feb. 26, 2024
Oct. 31, 2023
Jul. 11, 2023
Jul. 06, 2023
Jun. 09, 2023
Dec. 19, 2022
May 09, 2022
Dec. 31, 2018
Stockholders’ Equity [Line Items]                                            
Common stock, authorized                         300,000,000 116,666,667                
Common stock, shares issued                         61,940,878 44,108,661                
Common stock, shares outstanding                         61,940,878 44,108,661                
Preferred stock shares                         10,000,000 10,000,000                
Preferred stock, par value (in Dollars per share)                         $ 0.0001 $ 0.0001         $ 0.00001      
Preferred stock, authorized                         5,000,000 5,000,000                
Certificate of designation series A preferred stock                           5,000,000                
Certificate of non designation series A preferred stock                           5,000,000                
Preferred stock, shares issued                                        
Preferred stock, shares outstanding                                        
Registration statement amount (in Dollars)               $ 150,000,000                            
Sales amount (in Dollars)             $ 50,000,000                              
Percentage of gross proceeds     13.00%       3.00%                              
ATM shares           864,674                                
Average price per share (in Dollars per share)           $ 7.13             $ 1.5                  
Net proceeds (in Dollars)           $ 6,100,000                                
Compensation paid (in Dollars)           $ 227,118                                
Offering costs (in Dollars)                         $ 0 $ 145,293                
Share of common stock                         14,028,022 415,161                
Conversion of Stock, Amount Issued (in Dollars)                         $ 268,987 $ 93,147                
Interest Expense, Debt (in Dollars)                         $ 9,580,300 $ 1,106,853                
Warrants outstanding to purchase an aggregate   2,374,208     586,440         7,825,792                        
Exercise price per share (in Dollars per share)   $ 0.89                                        
Common stock         773,244                                  
Common stock vested         291,702                                  
Fair value ranging (in Dollars)         $ 3.94                                  
Aggregate stock option       317,625         244,500   1,793,000                      
Stock option vested                         6,250                  
Vested shares                         25,000                  
Compensation expense related to non-vested options (in Dollars)                         $ 1,833,389                  
Weighted-average period                         2 years 9 months 3 days                  
RSUs grant shares       3,000                       473,682   180,000   162,160 13,900  
Restricted stock description                         The RSUs vest as follows: 20% on September 13, 2023, 40% on January 10, 2024, and 40% on February 21, 2024 and are contingent on continuing employment.                  
Stock-based compensation expense (in Dollars)                         $ 1,184,000                  
Equity Incentive Plan [Member]                                            
Stockholders’ Equity [Line Items]                                            
Common stock reserved for issuance                                           3,333,334
Issued share                         3,780,741                  
Common Stock [Member]                                            
Stockholders’ Equity [Line Items]                                            
Common stock, authorized                         300,000,000 116,666,667                
Common stock, shares issued                         61,940,878 44,108,661                
Common stock, shares outstanding                         44,108,661 44,108,661                
Common stock purchase         1,064,946                                  
Aggregate stock option                         89,042 31,057                
Maximum [Member]                                            
Stockholders’ Equity [Line Items]                                            
Aggregate offering price (in Dollars)                       $ 50,000,000                    
Range percentage                         100.00%                  
Exercise price ranging (in Dollars per share)         $ 224.92                                  
(in Dollars per share)         1.48                                  
Maximum [Member] | Equity Incentive Plan [Member]                                            
Stockholders’ Equity [Line Items]                                            
Common stock, authorized                               8,000,000            
Minimum [Member]                                            
Stockholders’ Equity [Line Items]                                            
Aggregate offering price (in Dollars)                       $ 40,000,000                    
Range percentage                         0.00%                  
Exercise price ranging (in Dollars per share)         0.49                                  
(in Dollars per share)         0                                  
Minimum [Member] | Equity Incentive Plan [Member]                                            
Stockholders’ Equity [Line Items]                                            
Common stock, authorized                               6,000,000            
Equity Incentive Plan [Member]                                            
Stockholders’ Equity [Line Items]                                            
Issued share                         1,052,373                  
Warrant [Member]                                            
Stockholders’ Equity [Line Items]                                            
Warrants exercise price (in Dollars per share)         9.95                                  
Warrant [Member] | Maximum [Member]                                            
Stockholders’ Equity [Line Items]                                            
Warrants exercise price (in Dollars per share)         12.35                                  
Warrant [Member] | Minimum [Member]                                            
Stockholders’ Equity [Line Items]                                            
Warrants exercise price (in Dollars per share)         $ 9.26                                  
Series A Preferred Stock [Member]                                            
Stockholders’ Equity [Line Items]                                            
Preferred stock, par value (in Dollars per share)                         $ 0.0001 $ 0.0001                
Preferred stock, authorized                         5,000,000 5,000,000                
Preferred stock, shares issued                                        
Preferred stock, shares outstanding                                        
Forecast [Member]                                            
Stockholders’ Equity [Line Items]                                            
Registration statement amount (in Dollars) $ 175,000,000                                          
Common stock reserved for issuance                             3,616,071              
Additional amount 25,000,000                                          
Average price per share (in Dollars per share)                             $ 1.29              
Forecast [Member] | Equity Incentive Plan [Member]                                            
Stockholders’ Equity [Line Items]                                            
Common stock reserved for issuance 150,000,000                                          
Stock Option [Member]                                            
Stockholders’ Equity [Line Items]                                            
Aggregate stock option                     31,250                      
Restricted Stock Units (RSUs) [Member]                                            
Stockholders’ Equity [Line Items]                                            
Common stock vested                         823,143 512,755                
RSUs grant shares       69,000                                    
ATM Agreement [Member]                                            
Stockholders’ Equity [Line Items]                                            
Offering costs (in Dollars)                                 $ 145,293          
XML 78 R64.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders’ Equity (Details) - Schedule of Assumptions Used in the Black-Scholes Model - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of assumptions used in the black-scholes model [Abstract]    
Dividend yield   0.00%
Stock Option [Member]    
Schedule of assumptions used in the black-scholes model [Abstract]    
Dividend yield 0.00%  
Stock Option [Member] | Minimum [Member]    
Schedule of assumptions used in the black-scholes model [Abstract]    
Stock price (in Dollars per share) $ 1.24 $ 3.81
Risk-free interest rate 3.61% 1.82%
Volatility 49.83% 46.42%
Expected life in years 1 month 13 days 5 years 9 months 18 days
Stock Option [Member] | Maximum [Member]    
Schedule of assumptions used in the black-scholes model [Abstract]    
Stock price (in Dollars per share) $ 2.06 $ 6.55
Risk-free interest rate 4.82% 3.95%
Volatility 58.92% 48.96%
Expected life in years 6 years 3 months 6 years 3 months 18 days
Warrant [Member]    
Schedule of assumptions used in the black-scholes model [Abstract]    
Dividend yield 0.00%  
Warrant [Member] | Minimum [Member]    
Schedule of assumptions used in the black-scholes model [Abstract]    
Stock price (in Dollars per share) $ 1.14  
Risk-free interest rate 4.09%  
Volatility 50.64%  
Expected life in years 1 month 13 days  
Warrant [Member] | Maximum [Member]    
Schedule of assumptions used in the black-scholes model [Abstract]    
Stock price (in Dollars per share) $ 2  
Risk-free interest rate 4.70%  
Volatility 55.34%  
Expected life in years 5 years  
XML 79 R65.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders’ Equity (Details) - Schedule of Warrants Activity - Warrants [Member] - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of Shares Under Warrant, beginning balance 1,901,802 3,305,854
Weighted Average Exercise Price, beginning balance $ 7.63 $ 8.53
Weighted Average Remaining Contractual Life, beginning balance   5 years 2 months 12 days
Number of Shares Under Warrant, Granted 10,786,440  
Weighted Average Exercise Price, Granted $ 1.38  
Number of Shares Under Warrant, Expired (122,150) (1,404,052)
Weighted Average Exercise Price, beginning balance, Expired $ 12.35 $ 9.75
Number of Shares Under Warrant, ending balance 12,566,092 1,901,802
Weighted Average Exercise Price, ending balance $ 2.22 $ 7.63
Weighted Average Remaining Contractual Life, ending balance 4 years 8 months 15 days 7 years 5 months 19 days
XML 80 R66.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders’ Equity (Details) - Schedule of Option Activity - Stock Option [Member] - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of Shares Under Option, beginning 2,412,286 687,448
Weighted Average Exercise Price, beginning $ 5.77 $ 6.79
Weighted Average Remaining Contractual Life, beginning   8 years 2 months 12 days
Number of Shares Under Option, Forfeited (673,292) (168,105)
Weighted Average Exercise Price, Forfeited $ 3.9 $ 2.77
Number of Shares Under Option, Canceled (246,766) (170,000)
Weighted Average Exercise Price, Canceled $ 6.03 $ 6.43
Number of Shares Under Option, ending 4,854,507 2,412,286
Weighted Average Exercise Price, ending $ 4.59 $ 5.77
Weighted Average Remaining Contractual Life, ending 7 years 4 months 2 days 7 years 6 months 29 days
Number of Shares Under Option, Vested and Exercisable 2,118,648  
Weighted Average Exercise Price, Vested and Exercisable $ 6.62  
Weighted Average Remaining Contractual Life, Vested and Exercisable 5 years 2 months 8 days  
Number of Shares Under Option, Granted 3,451,321 2,094,000
Weighted Average Exercise Price, Granted $ 3.63 $ 5.17
Number of Shares Under Option, Exercised (89,042) (31,057)
Weighted Average Exercise Price, Exercised $ 0.49 $ 2.09
XML 81 R67.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders’ Equity (Details) - Schedule of Stock-Based Compensation Expense for Stock Options - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Stock Options [Member]    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
General and administrative $ 343,371 $ 536,269
Sales and marketing 523,798 509,789
Research and development 223,513 720,554
Cost of goods sold 50,341  
Total stock-based expense related to options 1,141,023 1,766,612
Restricted Stock Units (RSUs) [Member]    
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
General and administrative (152,814) 3,259,648
Sales and marketing 90,899 24,632
Research and development (31,710) 806,543
Total stock-based expense related to options $ (93,625) $ 4,090,823
XML 82 R68.htm IDEA: XBRL DOCUMENT v3.24.1
Stockholders’ Equity (Details) - Schedule of Restricted Stock Unit Activity - Restricted Stock Units (RSUs) [Member] - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
RSUs, Unvested balance, beginning 1,110,027 1,431,922
Weighted Average Grant Date Fair Value, Unvested balance, beginning $ 6.89 $ 12.12
Weighted Average Vesting Period (Years), beginning 1 year 6 months 7 days 2 years 6 months
RSUs, Granted 722,682 190,860
Weighted Average Grant Date Fair Value, Granted $ 0.66 $ 2.52
RSUs, Vested (823,143) (512,755)
Weighted Average Grant Date Fair Value, Vested $ 5 $ 8.06
RSUs Cancelled (455,100)
Weighted Average Grant Date Fair Value Cancelled $ 7.41
Shares, Unvested balance, ending 554,466 1,110,027
Weighted Average Grant Date Fair Value, Unvested balance, ending $ 1.14 $ 6.89
Weighted Average Vesting Period (Years), ending 7 months 28 days 1 year 6 months 7 days
XML 83 R69.htm IDEA: XBRL DOCUMENT v3.24.1
Redeemable Noncontrolling Interest (Details) - USD ($)
 12 Months Ended
Jul. 21, 2023
Jul. 09, 2023
Dec. 31, 2023
Aug. 11, 2023
Jun. 09, 2023
Dec. 31, 2022
Noncontrolling Interest [Line Items]            
Preferred stock par value     $ 0.0001   $ 0.00001 $ 0.0001
Preferred stock accrues dividends rate     8.00%      
Purchase of common stock shares     61,940,878     44,108,661
Warrants issued in connection with redeemable noncontrolling interest     $ 10,406,949      
Warrants being     4,593,051      
Redemption value     30,000,000      
Recorded accrued dividends     512,207      
Accretion expense     $ 1,001,538      
Ondas Networks [Member]            
Noncontrolling Interest [Line Items]            
Minority interest       $ 15,000,000    
Minority interest percentage       28.00%    
Second Initial Purchaser [Member]            
Noncontrolling Interest [Line Items]            
Purchase of common stock shares 2,374,208          
Exercise price per share $ 0.89          
Additional shares of preferred stock 99,885          
Preferred Stock [Member]            
Noncontrolling Interest [Line Items]            
Preferred stock accrues dividends rate   8.00%        
Price per share   $ 34.955        
Common Stock [Member]            
Noncontrolling Interest [Line Items]            
Price per share     $ 34.955      
Networks Preferred Stock [Member]            
Noncontrolling Interest [Line Items]            
Preferred stock par value $ 0.00001          
Price per share $ 34.955          
Gross proceeds $ 11,508,517          
Preferred stock shares 329,238          
Initial Warrants [Member]            
Noncontrolling Interest [Line Items]            
Purchase of common stock shares 7,825,792          
Exercise price per share $ 0.89          
Ondas Holdings [Member]            
Noncontrolling Interest [Line Items]            
Shares purchase   10,200,000        
XML 84 R70.htm IDEA: XBRL DOCUMENT v3.24.1
Segment Information (Details)
 12 Months Ended
Dec. 31, 2023
Segment Information [Abstract]  
Number of reportable segments 2
XML 85 R71.htm IDEA: XBRL DOCUMENT v3.24.1
Segment Information (Details) - Schedule of Segment Information - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]    
Revenue, net $ 15,691,430 $ 2,125,817
Depreciation and amortization 4,991,925 4,019,548
Interest income 123,874 25,542
Interest expense 4,154,759 3,761,698
Stock based compensation 1,047,398 5,857,435
Goodwill impairment 19,419,600
Benefit from income taxes
Net loss (44,844,872) (73,241,805)
Goodwill 27,751,921 25,606,983
Capital expenditure 211,035 2,880,900
Total assets 92,164,682 97,945,245
Ondas Networks [Member]    
Segment Reporting Information [Line Items]    
Revenue, net 6,722,230 1,931,677
Depreciation and amortization 142,866 142,635
Interest income 119,200 12,771
Interest expense 2,106,416 1,888,349
Stock based compensation 1,111,256 1,188,217
Benefit from income taxes
Net loss (17,285,494) (14,361,407)
Goodwill
Capital expenditure 79,208 97,853
Total assets 19,272,162 34,227,117
Ondas Autonomous Systems [Member]    
Segment Reporting Information [Line Items]    
Revenue, net 8,969,200  
Depreciation and amortization 4,849,059  
Interest income 4,674  
Interest expense 2,048,343  
Stock based compensation (63,858)  
Benefit from income taxes  
Net loss (27,559,378)  
Goodwill 27,751,921  
Capital expenditure 131,827  
Total assets $ 72,892,520  
Ondas Autonomous Systems [Member]    
Segment Reporting Information [Line Items]    
Revenue, net   194,140
Depreciation and amortization   3,876,913
Interest income   12,771
Interest expense   1,873,349
Stock based compensation   4,669,218
Goodwill impairment   19,419,600
Benefit from income taxes  
Net loss   (58,880,398)
Goodwill   25,606,983
Capital expenditure   2,783,047
Total assets   $ 63,718,128
XML 86 R72.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Taxes (Details) [Line Items]    
Amount of federal and state NOLs $ 1,000,000 $ 15,000,000
Networks, respectively, had federal NOLs 42,000,000 44,000,000
Future taxable income 43,000,000 92,000,000
Offset future taxable income
Federal research and development credits 0 752,000
Federal israeli net operating loss. $ 127,000,000 0
Financial largest benefit 50.00%  
Ondas Networks [Member]    
Income Taxes (Details) [Line Items]    
Networks, respectively, had federal NOLs $ 59,000,000 50,000,000
Offset future taxable income 35,000,000 72,000,000
Federal research and development credits $ 0 $ 752,000
XML 87 R73.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes (Details) - Schedule of Income Taxes - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Current    
U.S. Federal
State and local
Total
Deferred    
U.S. Federal
State and local
Total
Total    
U.S. Federal
State and local
Total
XML 88 R74.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Deferred Tax Assets:      
Tax benefit of net operating loss carry-forward $ 62,608,641 $ 27,478,875  
Accrued liabilities 336,802 96,363  
Stock based compensation 223,047 949,089  
Depreciation 183,361 91,639  
Inventory reserve 29,962 27,321  
Investment impairment 448,289  
Operating lease liabilities 1,910,688 827,607  
R&D capitalization 8,793,631 5,683,784  
R&D credit 751,488 751,488  
Other 1,446,535  
Total deferred tax assets 76,732,444 35,906,166  
Deferred Tax Liabilities:      
Amortization (3,078)  
Intangibles (6,450,630) (5,885,385)  
Deferred rent (1,379,646) (798,745)  
Total deferred tax liabilities (7,830,276) (6,687,208)  
Total net deferred tax assets 68,902,168 29,218,958  
Valuation allowance for deferred tax assets (68,902,168) (29,218,958) $ (14,528,920)
Deferred tax assets, net of valuation allowance  
XML 89 R75.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes (Details) - Schedule of Company’s Valuation Allowance - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Company’s Valuation Allowance [Abstract]    
Beginning of the year $ 29,218,958 $ 14,528,920
Change in valuation account 39,683,210 14,690,038
End of the year $ 68,902,168 $ 29,218,958
XML 90 R76.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes (Details) - Schedule of Reconciliation of the Provision for Income Taxes
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Reconciliation of the Provision for Income Taxes [Abstract]    
U.S. federal statutory rate (21.00%) (21.00%)
Federal true ups 0.88% 0.40%
State taxes, net of federal benefit (4.86%) (7.61%)
Change in valuation allowance 24.24% 20.06%
Goodwill Impairment 5.57%
Stock compensation 0.94% 2.02%
Foreign rate differential (0.35%)
Nondeductible expenses 0.06% 0.56%
Effective income tax rate
XML 91 R77.htm IDEA: XBRL DOCUMENT v3.24.1
Related Party Transactions (Details) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Related Party Transactions (Details) [Line Items]    
Long-term equity investment $ 1,500,000
Equity investment services paid 0 2,026,400
Accrued expenses 22,500  
Other current liabilities   $ 359,159
Dynam [Member]    
Related Party Transactions (Details) [Line Items]    
Long-term equity investment $ 25,000  
XML 92 R78.htm IDEA: XBRL DOCUMENT v3.24.1
Subsequent Events (Details)
 12 Months Ended
Feb. 26, 2024
$ / shares
shares
Jul. 09, 2023
Dec. 31, 2023
USD ($)
$ / shares
shares
May 01, 2025
USD ($)
Jan. 15, 2024
USD ($)
Dec. 31, 2023
₪ / shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Apr. 30, 2022
$ / shares
Oct. 05, 2021
$ / shares
Subsequent Events [Line Items]                  
Exercise price     $ 1.5         $ 7.13  
Gross proceeds of approximately | $     $ 4.1            
Purchase price paid | (per share)           ₪ 0.01     $ 0.00001
Networks purchasers | $     $ 782,770       $ 89,080    
Preferred stock purchase | shares     5,000,000       5,000,000    
Preferred stock purchase price     $ 41.3104            
Common stock par value     $ 0.0001       $ 0.0001    
Warrants purchase | shares     3,015,000            
Preferred stock issued percentage     8.00%            
Time of conversion | $     $ 41.3104            
Networks Preferred Stock [Member]                  
Subsequent Events [Line Items]                  
Preferred stock purchase | $     4,500,000            
Common Stock [Member]                  
Subsequent Events [Line Items]                  
Preferred stock purchase | $     $ 4,500,000            
Common stock par value     $ 0.00001            
Preferred Stock [Member]                  
Subsequent Events [Line Items]                  
Networks purchasers | $     $ 4,500,000            
Preferred stock purchase | shares     108,925            
Preferred stock purchase price     $ 41.3104            
Exercise price     $ 1.26            
Preferred stock issued percentage   8.00%              
Agreement and Waiver [Member]                  
Subsequent Events [Line Items]                  
principal percentage     125.00%            
Forecast [Member]                  
Subsequent Events [Line Items]                  
Leasehold improvements | $       $ 41,250 $ 22,920        
Aggregate common stock | shares 3,616,071                
Purchase aggregate shares | shares 3,616,071                
Purchase aggregate par value $ 0.0001                
Exercise price $ 1.29                
Ondas Agreement [Member]                  
Subsequent Events [Line Items]                  
Purchase price paid     $ 1.12            
EXCEL 93 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 95 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 97 FilingSummary.xml IDEA: XBRL DOCUMENT 3.24.1 html 278 595 1 true 90 0 false 7 false false R1.htm 995100 - Document - Cover Sheet http://xbrl.sec.gov/dei/role/document/Cover Cover Cover 1 false false R2.htm 995300 - Document - Audit Information Sheet http://xbrl.sec.gov/dei/role/document/AuditInformation Audit Information Cover 2 false false R3.htm 995301 - Statement - Consolidated Balance Sheets Sheet http://www.onds.com/role/ConsolidatedBalanceSheet Consolidated Balance Sheets Statements 3 false false R4.htm 995302 - Statement - Consolidated Balance Sheets (Parentheticals) Sheet http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals Consolidated Balance Sheets (Parentheticals) Statements 4 false false R5.htm 995303 - Statement - Consolidated Statements of Operations Sheet http://www.onds.com/role/ConsolidatedIncomeStatement Consolidated Statements of Operations Statements 5 false false R6.htm 995304 - Statement - Consolidated Statements of Operations (Parentheticals) Sheet http://www.onds.com/role/ConsolidatedIncomeStatement_Parentheticals Consolidated Statements of Operations (Parentheticals) Statements 6 false false R7.htm 995305 - Statement - Consolidated Statements of Stockholders??? Equity Sheet http://www.onds.com/role/ShareholdersEquityType2or3 Consolidated Statements of Stockholders??? Equity Statements 7 false false R8.htm 995306 - Statement - Consolidated Statements of Cash Flows Sheet http://www.onds.com/role/ConsolidatedCashFlow Consolidated Statements of Cash Flows Statements 8 false false R9.htm 995307 - Disclosure - Description of Business and Basis of Presentation Sheet http://www.onds.com/role/DescriptionofBusinessandBasisofPresentation Description of Business and Basis of Presentation Notes 9 false false R10.htm 995308 - Disclosure - Summary of Significant Account Policies Sheet http://www.onds.com/role/SummaryofSignificantAccountPolicies Summary of Significant Account Policies Notes 10 false false R11.htm 995309 - Disclosure - Other Current Assets Sheet http://www.onds.com/role/OtherCurrentAssets Other Current Assets Notes 11 false false R12.htm 995310 - Disclosure - Property and Equipment Sheet http://www.onds.com/role/PropertyandEquipment Property and Equipment Notes 12 false false R13.htm 995311 - Disclosure - Goodwill and Business Acquisition Sheet http://www.onds.com/role/GoodwillandBusinessAcquisition Goodwill and Business Acquisition Notes 13 false false R14.htm 995312 - Disclosure - Intangible Assets Sheet http://www.onds.com/role/IntangibleAssets Intangible Assets Notes 14 false false R15.htm 995313 - Disclosure - Long-Term Equity Investment Sheet http://www.onds.com/role/LongTermEquityInvestment Long-Term Equity Investment Notes 15 false false R16.htm 995314 - Disclosure - Accrued Expenses and Other Current Liabilities Sheet http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities Accrued Expenses and Other Current Liabilities Notes 16 false false R17.htm 995315 - Disclosure - Long-Term Notes Payable Notes http://www.onds.com/role/LongTermNotesPayable Long-Term Notes Payable Notes 17 false false R18.htm 995316 - Disclosure - Stockholders??? Equity Sheet http://www.onds.com/role/StockholdersEquity Stockholders??? Equity Notes 18 false false R19.htm 995317 - Disclosure - Redeemable Noncontrolling Interest Sheet http://www.onds.com/role/RedeemableNoncontrollingInterest Redeemable Noncontrolling Interest Notes 19 false false R20.htm 995318 - Disclosure - Segment Information Sheet http://www.onds.com/role/SegmentInformation Segment Information Notes 20 false false R21.htm 995319 - Disclosure - Income Taxes Sheet http://www.onds.com/role/IncomeTaxes Income Taxes Notes 21 false false R22.htm 995320 - Disclosure - Commitments and Contingencies Sheet http://www.onds.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 22 false false R23.htm 995321 - Disclosure - Related Party Transactions Sheet http://www.onds.com/role/RelatedPartyTransactions Related Party Transactions Notes 23 false false R24.htm 995322 - Disclosure - Subsequent Events Sheet http://www.onds.com/role/SubsequentEvents Subsequent Events Notes 24 false false R25.htm 995410 - Disclosure - Pay vs Performance Disclosure Sheet http://xbrl.sec.gov/ecd/role/PvpDisclosure Pay vs Performance Disclosure Notes 25 false false R26.htm 995445 - Disclosure - Insider Trading Arrangements Sheet http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements Insider Trading Arrangements Notes 26 false false R27.htm 996000 - Disclosure - Accounting Policies, by Policy (Policies) Sheet http://www.onds.com/role/AccountingPoliciesByPolicy Accounting Policies, by Policy (Policies) Policies 27 false false R28.htm 996001 - Disclosure - Summary of Significant Account Policies (Tables) Sheet http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables Summary of Significant Account Policies (Tables) Tables http://www.onds.com/role/SummaryofSignificantAccountPolicies 28 false false R29.htm 996002 - Disclosure - Other Current Assets (Tables) Sheet http://www.onds.com/role/OtherCurrentAssetsTables Other Current Assets (Tables) Tables http://www.onds.com/role/OtherCurrentAssets 29 false false R30.htm 996003 - Disclosure - Property and Equipment (Tables) Sheet http://www.onds.com/role/PropertyandEquipmentTables Property and Equipment (Tables) Tables http://www.onds.com/role/PropertyandEquipment 30 false false R31.htm 996004 - Disclosure - Goodwill and Business Acquisition (Tables) Sheet http://www.onds.com/role/GoodwillandBusinessAcquisitionTables Goodwill and Business Acquisition (Tables) Tables http://www.onds.com/role/GoodwillandBusinessAcquisition 31 false false R32.htm 996005 - Disclosure - Intangible Assets (Tables) Sheet http://www.onds.com/role/IntangibleAssetsTables Intangible Assets (Tables) Tables http://www.onds.com/role/IntangibleAssets 32 false false R33.htm 996006 - Disclosure - Accrued Expenses and Other Current Liabilities (Tables) Sheet http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables Accrued Expenses and Other Current Liabilities (Tables) Tables http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities 33 false false R34.htm 996007 - Disclosure - Stockholders??? Equity (Tables) Sheet http://www.onds.com/role/StockholdersEquityTables Stockholders??? Equity (Tables) Tables http://www.onds.com/role/StockholdersEquity 34 false false R35.htm 996008 - Disclosure - Segment Information (Tables) Sheet http://www.onds.com/role/SegmentInformationTables Segment Information (Tables) Tables http://www.onds.com/role/SegmentInformation 35 false false R36.htm 996009 - Disclosure - Income Taxes (Tables) Sheet http://www.onds.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.onds.com/role/IncomeTaxes 36 false false R37.htm 996010 - Disclosure - Description of Business and Basis of Presentation (Details) Sheet http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails Description of Business and Basis of Presentation (Details) Details http://www.onds.com/role/DescriptionofBusinessandBasisofPresentation 37 false false R38.htm 996011 - Disclosure - Summary of Significant Account Policies (Details) Sheet http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails Summary of Significant Account Policies (Details) Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 38 false false R39.htm 996012 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Inventory Sheet http://www.onds.com/role/ScheduleofInventoryTable Summary of Significant Account Policies (Details) - Schedule of Inventory Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 39 false false R40.htm 996013 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs Sheet http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable Summary of Significant Account Policies (Details) - Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 40 false false R41.htm 996014 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Disaggregated Revenues Sheet http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable Summary of Significant Account Policies (Details) - Schedule of Disaggregated Revenues Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 41 false false R42.htm 996015 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Contract Assets Sheet http://www.onds.com/role/ScheduleofContractAssetsTable Summary of Significant Account Policies (Details) - Schedule of Contract Assets Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 42 false false R43.htm 996016 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Lease Costs Sheet http://www.onds.com/role/ScheduleofLeaseCostsTable Summary of Significant Account Policies (Details) - Schedule of Lease Costs Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 43 false false R44.htm 996017 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of ROU Lease Assets and Lease Liabilities Sheet http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable Summary of Significant Account Policies (Details) - Schedule of ROU Lease Assets and Lease Liabilities Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 44 false false R45.htm 996018 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Other Leases Information Sheet http://www.onds.com/role/ScheduleofOtherLeasesInformationTable Summary of Significant Account Policies (Details) - Schedule of Other Leases Information Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 45 false false R46.htm 996019 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Future Lease Payments Sheet http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable Summary of Significant Account Policies (Details) - Schedule of Future Lease Payments Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 46 false false R47.htm 996020 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Diluted Net Loss Per Share Sheet http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable Summary of Significant Account Policies (Details) - Schedule of Diluted Net Loss Per Share Details http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables 47 false false R48.htm 996021 - Disclosure - Other Current Assets (Details) - Schedule of Other Current Assets Sheet http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable Other Current Assets (Details) - Schedule of Other Current Assets Details http://www.onds.com/role/OtherCurrentAssetsTables 48 false false R49.htm 996022 - Disclosure - Property and Equipment (Details) Sheet http://www.onds.com/role/PropertyandEquipmentDetails Property and Equipment (Details) Details http://www.onds.com/role/PropertyandEquipmentTables 49 false false R50.htm 996023 - Disclosure - Property and Equipment (Details) - Schedule of Property and Equipment Sheet http://www.onds.com/role/ScheduleofPropertyandEquipmentTable Property and Equipment (Details) - Schedule of Property and Equipment Details http://www.onds.com/role/PropertyandEquipmentTables 50 false false R51.htm 996024 - Disclosure - Goodwill and Business Acquisition (Details) Sheet http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails Goodwill and Business Acquisition (Details) Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 51 false false R52.htm 996025 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Consideration Sheet http://www.onds.com/role/ScheduleofConsiderationTable Goodwill and Business Acquisition (Details) - Schedule of Consideration Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 52 false false R53.htm 996026 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) Sheet http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 53 false false R54.htm 996027 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Operating Results Sheet http://www.onds.com/role/ScheduleofOperatingResultsTable Goodwill and Business Acquisition (Details) - Schedule of Operating Results Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 54 false false R55.htm 996028 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Operating Results (Parentheticals) Sheet http://www.onds.com/role/ScheduleofOperatingResultsTable_Parentheticals Goodwill and Business Acquisition (Details) - Schedule of Operating Results (Parentheticals) Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 55 false false R56.htm 996029 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Carrying Amount of Goodwill Sheet http://www.onds.com/role/ScheduleofCarryingAmountofGoodwillTable Goodwill and Business Acquisition (Details) - Schedule of Carrying Amount of Goodwill Details http://www.onds.com/role/GoodwillandBusinessAcquisitionTables 56 false false R57.htm 996030 - Disclosure - Intangible Assets (Details) Sheet http://www.onds.com/role/IntangibleAssetsDetails Intangible Assets (Details) Details http://www.onds.com/role/IntangibleAssetsTables 57 false false R58.htm 996031 - Disclosure - Intangible Assets (Details) - Schedule of Components of Intangible Assets Sheet http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable Intangible Assets (Details) - Schedule of Components of Intangible Assets Details http://www.onds.com/role/IntangibleAssetsTables 58 false false R59.htm 996032 - Disclosure - Intangible Assets (Details) - Schedule of Estimated Amortization Expense Sheet http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable Intangible Assets (Details) - Schedule of Estimated Amortization Expense Details http://www.onds.com/role/IntangibleAssetsTables 59 false false R60.htm 996033 - Disclosure - Long-Term Equity Investment (Details) Sheet http://www.onds.com/role/LongTermEquityInvestmentDetails Long-Term Equity Investment (Details) Details http://www.onds.com/role/LongTermEquityInvestment 60 false false R61.htm 996034 - Disclosure - Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities Sheet http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities Details http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables 61 false false R62.htm 996035 - Disclosure - Long-Term Notes Payable (Details) Notes http://www.onds.com/role/LongTermNotesPayableDetails Long-Term Notes Payable (Details) Details http://www.onds.com/role/LongTermNotesPayable 62 false false R63.htm 996036 - Disclosure - Stockholders??? Equity (Details) Sheet http://www.onds.com/role/StockholdersEquityDetails Stockholders??? Equity (Details) Details http://www.onds.com/role/StockholdersEquityTables 63 false false R64.htm 996037 - Disclosure - Stockholders??? Equity (Details) - Schedule of Assumptions Used in the Black-Scholes Model Sheet http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable Stockholders??? Equity (Details) - Schedule of Assumptions Used in the Black-Scholes Model Details http://www.onds.com/role/StockholdersEquityTables 64 false false R65.htm 996038 - Disclosure - Stockholders??? Equity (Details) - Schedule of Warrants Activity Sheet http://www.onds.com/role/ScheduleofWarrantsActivityTable Stockholders??? Equity (Details) - Schedule of Warrants Activity Details http://www.onds.com/role/StockholdersEquityTables 65 false false R66.htm 996039 - Disclosure - Stockholders??? Equity (Details) - Schedule of Option Activity Sheet http://www.onds.com/role/ScheduleofOptionActivityTable Stockholders??? Equity (Details) - Schedule of Option Activity Details http://www.onds.com/role/StockholdersEquityTables 66 false false R67.htm 996040 - Disclosure - Stockholders??? Equity (Details) - Schedule of Stock-Based Compensation Expense for Stock Options Sheet http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable Stockholders??? Equity (Details) - Schedule of Stock-Based Compensation Expense for Stock Options Details http://www.onds.com/role/StockholdersEquityTables 67 false false R68.htm 996041 - Disclosure - Stockholders??? Equity (Details) - Schedule of Restricted Stock Unit Activity Sheet http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable Stockholders??? Equity (Details) - Schedule of Restricted Stock Unit Activity Details http://www.onds.com/role/StockholdersEquityTables 68 false false R69.htm 996042 - Disclosure - Redeemable Noncontrolling Interest (Details) Sheet http://www.onds.com/role/RedeemableNoncontrollingInterestDetails Redeemable Noncontrolling Interest (Details) Details http://www.onds.com/role/RedeemableNoncontrollingInterest 69 false false R70.htm 996043 - Disclosure - Segment Information (Details) Sheet http://www.onds.com/role/SegmentInformationDetails Segment Information (Details) Details http://www.onds.com/role/SegmentInformationTables 70 false false R71.htm 996044 - Disclosure - Segment Information (Details) - Schedule of Segment Information Sheet http://www.onds.com/role/ScheduleofSegmentInformationTable Segment Information (Details) - Schedule of Segment Information Details http://www.onds.com/role/SegmentInformationTables 71 false false R72.htm 996045 - Disclosure - Income Taxes (Details) Sheet http://www.onds.com/role/IncomeTaxesDetails Income Taxes (Details) Details http://www.onds.com/role/IncomeTaxesTables 72 false false R73.htm 996046 - Disclosure - Income Taxes (Details) - Schedule of Income Taxes Sheet http://www.onds.com/role/ScheduleofIncomeTaxesTable Income Taxes (Details) - Schedule of Income Taxes Details http://www.onds.com/role/IncomeTaxesTables 73 false false R74.htm 996047 - Disclosure - Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities Sheet http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities Details http://www.onds.com/role/IncomeTaxesTables 74 false false R75.htm 996048 - Disclosure - Income Taxes (Details) - Schedule of Company???s Valuation Allowance Sheet http://www.onds.com/role/ScheduleofCompanysValuationAllowanceTable Income Taxes (Details) - Schedule of Company???s Valuation Allowance Details http://www.onds.com/role/IncomeTaxesTables 75 false false R76.htm 996049 - Disclosure - Income Taxes (Details) - Schedule of Reconciliation of the Provision for Income Taxes Sheet http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable Income Taxes (Details) - Schedule of Reconciliation of the Provision for Income Taxes Details http://www.onds.com/role/IncomeTaxesTables 76 false false R77.htm 996050 - Disclosure - Related Party Transactions (Details) Sheet http://www.onds.com/role/RelatedPartyTransactionsDetails Related Party Transactions (Details) Details http://www.onds.com/role/RelatedPartyTransactions 77 false false R78.htm 996051 - Disclosure - Subsequent Events (Details) Sheet http://www.onds.com/role/SubsequentEventsDetails Subsequent Events (Details) Details http://www.onds.com/role/SubsequentEvents 78 false false All Reports Book All Reports [ix-0514-Hidden-Fact-Eligible-For-Transform] WARN: 7 fact(s) appearing in ix:hidden were eligible for transformation: us-gaap:BusinessAcquisitionProFormaEarningsPerShareDiluted, us-gaap:EarningsPerShareDiluted, us-gaap:EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost, us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding - ea0202466-10k_ondashold.htm 14815, 14816, 14817, 14818, 14911, 14912, 14959 ea0202466-10k_ondashold.htm onds-20231231.xsd onds-20231231_cal.xml onds-20231231_def.xml onds-20231231_lab.xml onds-20231231_pre.xml http://fasb.org/srt/2023 http://fasb.org/us-gaap/2023 http://xbrl.sec.gov/dei/2023 http://xbrl.sec.gov/ecd/2023 true true JSON 100 MetaLinks.json IDEA: XBRL DOCUMENT { "version": "2.2", "instance": { "ea0202466-10k_ondashold.htm": { "nsprefix": "onds", "nsuri": "http://www.onds.com/20231231", "dts": { "inline": { "local": [ "ea0202466-10k_ondashold.htm" ] }, "schema": { "local": [ "onds-20231231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://www.xbrl.org/dtr/type/2022-03-31/types.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-2023.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-roles-2023.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-types-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-gaap-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-roles-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-types-2023.xsd", "https://xbrl.sec.gov/country/2023/country-2023.xsd", "https://xbrl.sec.gov/dei/2023/dei-2023.xsd", "https://xbrl.sec.gov/dei/2023/dei-2023_def.xsd", "https://xbrl.sec.gov/dei/2023/dei-2023_lab.xsd", "https://xbrl.sec.gov/dei/2023/dei-2023_pre.xsd", "https://xbrl.sec.gov/dei/2023/dei-sub-2023.xsd", "https://xbrl.sec.gov/ecd/2023/ecd-2023.xsd", "https://xbrl.sec.gov/ecd/2023/ecd-sub-2023.xsd", "https://xbrl.sec.gov/sic/2023/sic-2023.xsd" ] }, "calculationLink": { "local": [ "onds-20231231_cal.xml" ] }, "definitionLink": { "local": [ "onds-20231231_def.xml" ] }, "labelLink": { "local": [ "onds-20231231_lab.xml" ] }, "presentationLink": { "local": [ "onds-20231231_pre.xml" ] } }, "keyStandard": 473, "keyCustom": 122, "axisStandard": 30, "axisCustom": 1, "memberStandard": 43, "memberCustom": 40, "hidden": { "total": 179, "http://fasb.org/us-gaap/2023": 158, "http://xbrl.sec.gov/dei/2023": 3, "http://www.onds.com/20231231": 18 }, "contextCount": 278, "entityCount": 1, "segmentCount": 90, "elementCount": 1074, "unitCount": 7, "baseTaxonomies": { "http://fasb.org/us-gaap/2023": 1116, "http://xbrl.sec.gov/dei/2023": 38, "http://xbrl.sec.gov/ecd/2023": 4, "http://fasb.org/srt/2023": 1 }, "report": { "R1": { "role": "http://xbrl.sec.gov/dei/role/document/Cover", "longName": "995100 - Document - Cover", "shortName": "Cover", "isDefault": "true", "groupType": "document", "subGroupType": "", "menuCat": "Cover", "order": "1", "firstAnchor": { "contextRef": "c0", "name": "dei:DocumentType", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "b", "span", "p", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "dei:DocumentType", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "b", "span", "p", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R2": { "role": "http://xbrl.sec.gov/dei/role/document/AuditInformation", "longName": "995300 - Document - Audit Information", "shortName": "Audit Information", "isDefault": "false", "groupType": "document", "subGroupType": "", "menuCat": "Cover", "order": "2", "firstAnchor": { "contextRef": "c0", "name": "dei:AuditorName", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "p", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "dei:AuditorName", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "p", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R3": { "role": "http://www.onds.com/role/ConsolidatedBalanceSheet", "longName": "995301 - Statement - Consolidated Balance Sheets", "shortName": "Consolidated Balance Sheets", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "3", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:CashEquivalentsAtCarryingValue", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:CashEquivalentsAtCarryingValue", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R4": { "role": "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "longName": "995302 - Statement - Consolidated Balance Sheets (Parentheticals)", "shortName": "Consolidated Balance Sheets (Parentheticals)", "isDefault": "false", "groupType": "statement", "subGroupType": "parenthetical", "menuCat": "Statements", "order": "4", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:DebtInstrumentUnamortizedDiscountCurrent", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:DebtInstrumentUnamortizedDiscountCurrent", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R5": { "role": "http://www.onds.com/role/ConsolidatedIncomeStatement", "longName": "995303 - Statement - Consolidated Statements of Operations", "shortName": "Consolidated Statements of Operations", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "5", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:Revenues", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:CostOfGoodsAndServicesSold", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R6": { "role": "http://www.onds.com/role/ConsolidatedIncomeStatement_Parentheticals", "longName": "995304 - Statement - Consolidated Statements of Operations (Parentheticals)", "shortName": "Consolidated Statements of Operations (Parentheticals)", "isDefault": "false", "groupType": "statement", "subGroupType": "parenthetical", "menuCat": "Statements", "order": "6", "firstAnchor": null, "uniqueAnchor": null }, "R7": { "role": "http://www.onds.com/role/ShareholdersEquityType2or3", "longName": "995305 - Statement - Consolidated Statements of Stockholders\u2019 Equity", "shortName": "Consolidated Statements of Stockholders\u2019 Equity", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "7", "firstAnchor": { "contextRef": "c9", "name": "us-gaap:StockholdersEquity", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c9", "name": "us-gaap:StockholdersEquity", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R8": { "role": "http://www.onds.com/role/ConsolidatedCashFlow", "longName": "995306 - Statement - Consolidated Statements of Cash Flows", "shortName": "Consolidated Statements of Cash Flows", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "8", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ProfitLoss", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:AmortizationOfFinancingCostsAndDiscounts", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R9": { "role": "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentation", "longName": "995307 - Disclosure - Description of Business and Basis of Presentation", "shortName": "Description of Business and Basis of Presentation", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "9", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R10": { "role": "http://www.onds.com/role/SummaryofSignificantAccountPolicies", "longName": "995308 - Disclosure - Summary of Significant Account Policies", "shortName": "Summary of Significant Account Policies", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "10", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R11": { "role": "http://www.onds.com/role/OtherCurrentAssets", "longName": "995309 - Disclosure - Other Current Assets", "shortName": "Other Current Assets", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "11", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:OtherCurrentAssetsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:OtherCurrentAssetsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R12": { "role": "http://www.onds.com/role/PropertyandEquipment", "longName": "995310 - Disclosure - Property and Equipment", "shortName": "Property and Equipment", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "12", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R13": { "role": "http://www.onds.com/role/GoodwillandBusinessAcquisition", "longName": "995311 - Disclosure - Goodwill and Business Acquisition", "shortName": "Goodwill and Business Acquisition", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "13", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R14": { "role": "http://www.onds.com/role/IntangibleAssets", "longName": "995312 - Disclosure - Intangible Assets", "shortName": "Intangible Assets", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "14", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R15": { "role": "http://www.onds.com/role/LongTermEquityInvestment", "longName": "995313 - Disclosure - Long-Term Equity Investment", "shortName": "Long-Term Equity Investment", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "15", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:InvestmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:InvestmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R16": { "role": "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities", "longName": "995314 - Disclosure - Accrued Expenses and Other Current Liabilities", "shortName": "Accrued Expenses and Other Current Liabilities", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "16", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R17": { "role": "http://www.onds.com/role/LongTermNotesPayable", "longName": "995315 - Disclosure - Long-Term Notes Payable", "shortName": "Long-Term Notes Payable", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "17", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:LongTermDebtTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:LongTermDebtTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R18": { "role": "http://www.onds.com/role/StockholdersEquity", "longName": "995316 - Disclosure - Stockholders\u2019 Equity", "shortName": "Stockholders\u2019 Equity", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "18", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R19": { "role": "http://www.onds.com/role/RedeemableNoncontrollingInterest", "longName": "995317 - Disclosure - Redeemable Noncontrolling Interest", "shortName": "Redeemable Noncontrolling Interest", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "19", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:MinorityInterestDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:MinorityInterestDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R20": { "role": "http://www.onds.com/role/SegmentInformation", "longName": "995318 - Disclosure - Segment Information", "shortName": "Segment Information", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "20", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R21": { "role": "http://www.onds.com/role/IncomeTaxes", "longName": "995319 - Disclosure - Income Taxes", "shortName": "Income Taxes", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "21", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R22": { "role": "http://www.onds.com/role/CommitmentsandContingencies", "longName": "995320 - Disclosure - Commitments and Contingencies", "shortName": "Commitments and Contingencies", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "22", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R23": { "role": "http://www.onds.com/role/RelatedPartyTransactions", "longName": "995321 - Disclosure - Related Party Transactions", "shortName": "Related Party Transactions", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "23", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R24": { "role": "http://www.onds.com/role/SubsequentEvents", "longName": "995322 - Disclosure - Subsequent Events", "shortName": "Subsequent Events", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "24", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:SubsequentEventsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:SubsequentEventsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R25": { "role": "http://xbrl.sec.gov/ecd/role/PvpDisclosure", "longName": "995410 - Disclosure - Pay vs Performance Disclosure", "shortName": "Pay vs Performance Disclosure", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "25", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:NetIncomeLoss", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": null }, "R26": { "role": "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements", "longName": "995445 - Disclosure - Insider Trading Arrangements", "shortName": "Insider Trading Arrangements", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "26", "firstAnchor": { "contextRef": "c277", "name": "ecd:Rule10b51ArrAdoptedFlag", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ecd:Rule10b51ArrTrmntdFlag", "ecd:NonRule10b51ArrAdoptedFlag", "ecd:NonRule10b51ArrTrmntdFlag", "span", "p", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c277", "name": "ecd:Rule10b51ArrAdoptedFlag", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ecd:Rule10b51ArrTrmntdFlag", "ecd:NonRule10b51ArrAdoptedFlag", "ecd:NonRule10b51ArrTrmntdFlag", "span", "p", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R27": { "role": "http://www.onds.com/role/AccountingPoliciesByPolicy", "longName": "996000 - Disclosure - Accounting Policies, by Policy (Policies)", "shortName": "Accounting Policies, by Policy (Policies)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "policies", "menuCat": "Policies", "order": "27", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R28": { "role": "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables", "longName": "996001 - Disclosure - Summary of Significant Account Policies (Tables)", "shortName": "Summary of Significant Account Policies (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "28", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R29": { "role": "http://www.onds.com/role/OtherCurrentAssetsTables", "longName": "996002 - Disclosure - Other Current Assets (Tables)", "shortName": "Other Current Assets (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "29", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:OtherCurrentAssetsTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:OtherCurrentAssetsTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R30": { "role": "http://www.onds.com/role/PropertyandEquipmentTables", "longName": "996003 - Disclosure - Property and Equipment (Tables)", "shortName": "Property and Equipment (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "30", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R31": { "role": "http://www.onds.com/role/GoodwillandBusinessAcquisitionTables", "longName": "996004 - Disclosure - Goodwill and Business Acquisition (Tables)", "shortName": "Goodwill and Business Acquisition (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "31", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R32": { "role": "http://www.onds.com/role/IntangibleAssetsTables", "longName": "996005 - Disclosure - Intangible Assets (Tables)", "shortName": "Intangible Assets (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "32", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:IntangibleAssetsDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:IntangibleAssetsDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R33": { "role": "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables", "longName": "996006 - Disclosure - Accrued Expenses and Other Current Liabilities (Tables)", "shortName": "Accrued Expenses and Other Current Liabilities (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "33", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R34": { "role": "http://www.onds.com/role/StockholdersEquityTables", "longName": "996007 - Disclosure - Stockholders\u2019 Equity (Tables)", "shortName": "Stockholders\u2019 Equity (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "34", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R35": { "role": "http://www.onds.com/role/SegmentInformationTables", "longName": "996008 - Disclosure - Segment Information (Tables)", "shortName": "Segment Information (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "35", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "p", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "p", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R36": { "role": "http://www.onds.com/role/IncomeTaxesTables", "longName": "996009 - Disclosure - Income Taxes (Tables)", "shortName": "Income Taxes (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "36", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "p", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R37": { "role": "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails", "longName": "996010 - Disclosure - Description of Business and Basis of Presentation (Details)", "shortName": "Description of Business and Basis of Presentation (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "37", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:RetainedEarningsAppropriated", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:RetainedEarningsAppropriated", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R38": { "role": "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails", "longName": "996011 - Disclosure - Summary of Significant Account Policies (Details)", "shortName": "Summary of Significant Account Policies (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "38", "firstAnchor": { "contextRef": "c7", "name": "us-gaap:GoodwillImpairmentLoss", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ImpairmentOfLongLivedAssetsToBeDisposedOf", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R39": { "role": "http://www.onds.com/role/ScheduleofInventoryTable", "longName": "996012 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Inventory", "shortName": "Summary of Significant Account Policies (Details) - Schedule of Inventory", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "39", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:InventoryRawMaterials", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:InventoryRawMaterials", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R40": { "role": "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable", "longName": "996013 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs", "shortName": "Summary of Significant Account Policies (Details) - Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "40", "firstAnchor": { "contextRef": "c84", "name": "us-gaap:FairValueNetAssetLiability", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c84", "name": "us-gaap:FairValueNetAssetLiability", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R41": { "role": "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable", "longName": "996014 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Disaggregated Revenues", "shortName": "Summary of Significant Account Policies (Details) - Schedule of Disaggregated Revenues", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "41", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:Revenues", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c93", "name": "us-gaap:Revenues", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R42": { "role": "http://www.onds.com/role/ScheduleofContractAssetsTable", "longName": "996015 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Contract Assets", "shortName": "Summary of Significant Account Policies (Details) - Schedule of Contract Assets", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "42", "firstAnchor": { "contextRef": "c3", "name": "onds:ContractAssetsBalance", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "onds:ContractAssetsBalance", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R43": { "role": "http://www.onds.com/role/ScheduleofLeaseCostsTable", "longName": "996016 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Lease Costs", "shortName": "Summary of Significant Account Policies (Details) - Schedule of Lease Costs", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "43", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:VariableLeaseCost", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:VariableLeaseCost", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R44": { "role": "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable", "longName": "996017 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of ROU Lease Assets and Lease Liabilities", "shortName": "Summary of Significant Account Policies (Details) - Schedule of ROU Lease Assets and Lease Liabilities", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "44", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c3", "name": "onds:OperatingLeaseAsset", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R45": { "role": "http://www.onds.com/role/ScheduleofOtherLeasesInformationTable", "longName": "996018 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Other Leases Information", "shortName": "Summary of Significant Account Policies (Details) - Schedule of Other Leases Information", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "45", "firstAnchor": { "contextRef": "c0", "name": "onds:OperatingCashFlowsForOperatingLeases", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "onds:OperatingCashFlowsForOperatingLeases", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R46": { "role": "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable", "longName": "996019 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Future Lease Payments", "shortName": "Summary of Significant Account Policies (Details) - Schedule of Future Lease Payments", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "46", "firstAnchor": { "contextRef": "c3", "name": "onds:FutureMinimumPaymentsReceivableInTwoYears", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "onds:FutureMinimumPaymentsReceivableInTwoYears", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R47": { "role": "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable", "longName": "996020 - Disclosure - Summary of Significant Account Policies (Details) - Schedule of Diluted Net Loss Per Share", "shortName": "Summary of Significant Account Policies (Details) - Schedule of Diluted Net Loss Per Share", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "47", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R48": { "role": "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable", "longName": "996021 - Disclosure - Other Current Assets (Details) - Schedule of Other Current Assets", "shortName": "Other Current Assets (Details) - Schedule of Other Current Assets", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "48", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:PrepaidInsurance", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "us-gaap:OtherCurrentAssetsTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:PrepaidInsurance", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "us-gaap:OtherCurrentAssetsTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R49": { "role": "http://www.onds.com/role/PropertyandEquipmentDetails", "longName": "996022 - Disclosure - Property and Equipment (Details)", "shortName": "Property and Equipment (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "49", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:Depreciation", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:GainLossOnDispositionOfAssets", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R50": { "role": "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable", "longName": "996023 - Disclosure - Property and Equipment (Details) - Schedule of Property and Equipment", "shortName": "Property and Equipment (Details) - Schedule of Property and Equipment", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "50", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:PropertyPlantAndEquipmentOtherNet", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:PropertyPlantAndEquipmentOtherNet", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R51": { "role": "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails", "longName": "996024 - Disclosure - Goodwill and Business Acquisition (Details)", "shortName": "Goodwill and Business Acquisition (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "51", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:SharesIssuedPricePerShare", "unitRef": "ilsPershares", "xsiNil": "false", "lang": null, "decimals": "2", "ancestors": [ "span", "p", "us-gaap:BusinessCombinationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:StockholdersEquityNoteStockSplitConversionRatio1", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "5", "ancestors": [ "span", "p", "us-gaap:BusinessCombinationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R52": { "role": "http://www.onds.com/role/ScheduleofConsiderationTable", "longName": "996025 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Consideration", "shortName": "Goodwill and Business Acquisition (Details) - Schedule of Consideration", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "52", "firstAnchor": { "contextRef": "c134", "name": "onds:BusinessCombinationRecognizedCommonStock", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c134", "name": "onds:BusinessCombinationRecognizedCommonStock", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R53": { "role": "http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals", "longName": "996026 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals)", "shortName": "Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "parenthetical", "menuCat": "Details", "order": "53", "firstAnchor": { "contextRef": "c134", "name": "onds:CommonStockShares", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c134", "name": "onds:CommonStockShares", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R54": { "role": "http://www.onds.com/role/ScheduleofOperatingResultsTable", "longName": "996027 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Operating Results", "shortName": "Goodwill and Business Acquisition (Details) - Schedule of Operating Results", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "54", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R55": { "role": "http://www.onds.com/role/ScheduleofOperatingResultsTable_Parentheticals", "longName": "996028 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Operating Results (Parentheticals)", "shortName": "Goodwill and Business Acquisition (Details) - Schedule of Operating Results (Parentheticals)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "parenthetical", "menuCat": "Details", "order": "55", "firstAnchor": null, "uniqueAnchor": null }, "R56": { "role": "http://www.onds.com/role/ScheduleofCarryingAmountofGoodwillTable", "longName": "996029 - Disclosure - Goodwill and Business Acquisition (Details) - Schedule of Carrying Amount of Goodwill", "shortName": "Goodwill and Business Acquisition (Details) - Schedule of Carrying Amount of Goodwill", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "56", "firstAnchor": { "contextRef": "c4", "name": "us-gaap:Goodwill", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c12", "name": "us-gaap:Goodwill", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R57": { "role": "http://www.onds.com/role/IntangibleAssetsDetails", "longName": "996030 - Disclosure - Intangible Assets (Details)", "shortName": "Intangible Assets (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "57", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:AmortizationOfIntangibleAssets", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c135", "name": "us-gaap:Cash", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "us-gaap:IntangibleAssetsDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R58": { "role": "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "longName": "996031 - Disclosure - Intangible Assets (Details) - Schedule of Components of Intangible Assets", "shortName": "Intangible Assets (Details) - Schedule of Components of Intangible Assets", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "58", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:IntangibleAssetsDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:IntangibleAssetsDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R59": { "role": "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable", "longName": "996032 - Disclosure - Intangible Assets (Details) - Schedule of Estimated Amortization Expense", "shortName": "Intangible Assets (Details) - Schedule of Estimated Amortization Expense", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "59", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R60": { "role": "http://www.onds.com/role/LongTermEquityInvestmentDetails", "longName": "996033 - Disclosure - Long-Term Equity Investment (Details)", "shortName": "Long-Term Equity Investment (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "60", "firstAnchor": { "contextRef": "c159", "name": "us-gaap:StockIssuedDuringPeriodSharesPurchaseOfAssets", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "us-gaap:InvestmentTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c159", "name": "us-gaap:StockIssuedDuringPeriodSharesPurchaseOfAssets", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "us-gaap:InvestmentTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R61": { "role": "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable", "longName": "996034 - Disclosure - Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities", "shortName": "Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "61", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:AccruedPayrollTaxesCurrent", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:AccruedPayrollTaxesCurrent", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R62": { "role": "http://www.onds.com/role/LongTermNotesPayableDetails", "longName": "996035 - Disclosure - Long-Term Notes Payable (Details)", "shortName": "Long-Term Notes Payable (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "62", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:LongTermDebtPercentageBearingFixedInterestRate", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "2", "ancestors": [ "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:LongTermDebtPercentageBearingFixedInterestRate", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "2", "ancestors": [ "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R63": { "role": "http://www.onds.com/role/StockholdersEquityDetails", "longName": "996036 - Disclosure - Stockholders\u2019 Equity (Details)", "shortName": "Stockholders\u2019 Equity (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "63", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:CommonStockSharesAuthorized", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:ExcessStockSharesIssued", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R64": { "role": "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "longName": "996037 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of Assumptions Used in the Black-Scholes Model", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of Assumptions Used in the Black-Scholes Model", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "64", "firstAnchor": { "contextRef": "c7", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "4", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c7", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "4", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R65": { "role": "http://www.onds.com/role/ScheduleofWarrantsActivityTable", "longName": "996038 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of Warrants Activity", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of Warrants Activity", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "65", "firstAnchor": { "contextRef": "c236", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c234", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R66": { "role": "http://www.onds.com/role/ScheduleofOptionActivityTable", "longName": "996039 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of Option Activity", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of Option Activity", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "66", "firstAnchor": { "contextRef": "c240", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c238", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R67": { "role": "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable", "longName": "996040 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of Stock-Based Compensation Expense for Stock Options", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of Stock-Based Compensation Expense for Stock Options", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "67", "firstAnchor": { "contextRef": "c242", "name": "onds:GeneralAndAdministrative", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c242", "name": "onds:GeneralAndAdministrative", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R68": { "role": "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable", "longName": "996041 - Disclosure - Stockholders\u2019 Equity (Details) - Schedule of Restricted Stock Unit Activity", "shortName": "Stockholders\u2019 Equity (Details) - Schedule of Restricted Stock Unit Activity", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "68", "firstAnchor": { "contextRef": "c247", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c246", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares", "unitRef": "shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R69": { "role": "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "longName": "996042 - Disclosure - Redeemable Noncontrolling Interest (Details)", "shortName": "Redeemable Noncontrolling Interest (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "69", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:PreferredStockParOrStatedValuePerShare", "unitRef": "usdPershares", "xsiNil": "false", "lang": null, "decimals": "4", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:MinorityInterestChangeInRedemptionValue", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R70": { "role": "http://www.onds.com/role/SegmentInformationDetails", "longName": "996043 - Disclosure - Segment Information (Details)", "shortName": "Segment Information (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "70", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:NumberOfReportableSegments", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:NumberOfReportableSegments", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R71": { "role": "http://www.onds.com/role/ScheduleofSegmentInformationTable", "longName": "996044 - Disclosure - Segment Information (Details) - Schedule of Segment Information", "shortName": "Segment Information (Details) - Schedule of Segment Information", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "71", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:DeferredRevenueRevenueRecognized1", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:DeferredRevenueRevenueRecognized1", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R72": { "role": "http://www.onds.com/role/IncomeTaxesDetails", "longName": "996045 - Disclosure - Income Taxes (Details)", "shortName": "Income Taxes (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "72", "firstAnchor": { "contextRef": "c0", "name": "onds:AmountOfFederalAndStateNOLs", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "-6", "ancestors": [ "span", "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "onds:AmountOfFederalAndStateNOLs", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "-6", "ancestors": [ "span", "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R73": { "role": "http://www.onds.com/role/ScheduleofIncomeTaxesTable", "longName": "996046 - Disclosure - Income Taxes (Details) - Schedule of Income Taxes", "shortName": "Income Taxes (Details) - Schedule of Income Taxes", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "73", "firstAnchor": null, "uniqueAnchor": null }, "R74": { "role": "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable", "longName": "996047 - Disclosure - Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities", "shortName": "Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "74", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R75": { "role": "http://www.onds.com/role/ScheduleofCompanysValuationAllowanceTable", "longName": "996048 - Disclosure - Income Taxes (Details) - Schedule of Company\u2019s Valuation Allowance", "shortName": "Income Taxes (Details) - Schedule of Company\u2019s Valuation Allowance", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "75", "firstAnchor": { "contextRef": "c4", "name": "us-gaap:DeferredTaxAssetsValuationAllowance", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R76": { "role": "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable", "longName": "996049 - Disclosure - Income Taxes (Details) - Schedule of Reconciliation of the Provision for Income Taxes", "shortName": "Income Taxes (Details) - Schedule of Reconciliation of the Provision for Income Taxes", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "76", "firstAnchor": { "contextRef": "c0", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "3", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c0", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "unitRef": "pure", "xsiNil": "false", "lang": null, "decimals": "3", "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true, "unique": true } }, "R77": { "role": "http://www.onds.com/role/RelatedPartyTransactionsDetails", "longName": "996050 - Disclosure - Related Party Transactions (Details)", "shortName": "Related Party Transactions (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "77", "firstAnchor": { "contextRef": "c4", "name": "us-gaap:LongTermInvestments", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:EquityMethodInvestmentAggregateCost", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "0", "ancestors": [ "span", "p", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } }, "R78": { "role": "http://www.onds.com/role/SubsequentEventsDetails", "longName": "996051 - Disclosure - Subsequent Events (Details)", "shortName": "Subsequent Events (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "78", "firstAnchor": { "contextRef": "c3", "name": "us-gaap:SaleOfStockPricePerShare", "unitRef": "usdPershares", "xsiNil": "false", "lang": null, "decimals": "2", "ancestors": [ "p", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "first": true }, "uniqueAnchor": { "contextRef": "c3", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue", "unitRef": "usd", "xsiNil": "false", "lang": null, "decimals": "1", "ancestors": [ "span", "p", "us-gaap:SubsequentEventsTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "ea0202466-10k_ondashold.htm", "unique": true } } }, "tag": { "country_AE": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/country/2023", "localname": "AE", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails", "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "United Arab Emirates [Member]", "label": "UNITED ARAB EMIRATES" } } }, "auth_ref": [] }, "onds_ATMAgreementMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ATMAgreementMember", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "ATM Agreement [Member]", "label": "ATMAgreement Member" } } }, "auth_ref": [] }, "us-gaap_AccountingPoliciesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountingPoliciesAbstract", "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies [Abstract]" } } }, "auth_ref": [] }, "us-gaap_AccountsNotesLoansAndFinancingReceivablesByLegalEntityOfCounterpartyTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsNotesLoansAndFinancingReceivablesByLegalEntityOfCounterpartyTypeAxis", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Legal Entity of Counterparty, Type [Axis]", "documentation": "Information by legal entity of counterparty. A counterparty is the other party that participates in a financial transaction." } } }, "auth_ref": [ "r40" ] }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsPayableAndAccruedLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total accrued expenses and other current liabilities", "label": "Accounts Payable and Accrued Liabilities, Current", "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits." } } }, "auth_ref": [ "r29" ] }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent", "crdr": "credit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued expenses", "label": "Accounts Payable and Accrued Liabilities", "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date, including liabilities incurred and payable to vendors for goods and services received, taxes, interest, rent and utilities, compensation costs, payroll taxes and fringe benefits (other than pension and postretirement obligations), contractual rights and obligations, and statutory obligations." } } }, "auth_ref": [ "r126" ] }, "us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilities" ], "lang": { "en-us": { "role": { "terseLabel": "ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES", "label": "Accounts Payable and Accrued Liabilities Disclosure [Text Block]", "documentation": "The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period." } } }, "auth_ref": [ "r27" ] }, "us-gaap_AccountsPayableAndAccruedLiabilitiesNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsPayableAndAccruedLiabilitiesNoncurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued interest", "label": "Accounts Payable and Accrued Liabilities, Noncurrent", "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due after one year (or beyond the operating cycle if longer), including liabilities for compensation costs, fringe benefits other than pension and postretirement obligations, rent, contractual rights and obligations, and statutory obligations." } } }, "auth_ref": [ "r36" ] }, "us-gaap_AccountsPayableAndOtherAccruedLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsPayableAndOtherAccruedLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued expenses and other current liabilities", "label": "Accounts Payable and Other Accrued Liabilities, Current", "documentation": "Amount of liabilities incurred to vendors for goods and services received, and accrued liabilities classified as other, payable within one year or the normal operating cycle, if longer." } } }, "auth_ref": [] }, "us-gaap_AccountsPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsPayableCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts payable", "label": "Accounts Payable, Current", "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r26", "r944" ] }, "us-gaap_AccountsReceivableMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsReceivableMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts Receivable [Member]", "label": "Accounts Receivable [Member]", "documentation": "Due from customers or clients for goods or services that have been delivered or sold." } } }, "auth_ref": [ "r885" ] }, "us-gaap_AccountsReceivableNetCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsReceivableNetCurrent", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts receivable, net", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current." } } }, "auth_ref": [ "r356", "r357" ] }, "us-gaap_AccretionExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccretionExpense", "crdr": "debit", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accretion expense", "label": "Accretion Expense", "documentation": "Amount recognized for the passage of time, typically for liabilities, that have been discounted to their net present values. Excludes accretion associated with asset retirement obligations." } } }, "auth_ref": [ "r918", "r1134" ] }, "onds_AccruedExpensesandOtherCurrentLiabilitiesDetailsScheduleofAccruedExpensesandOtherCurrentLiabilitiesLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AccruedExpensesandOtherCurrentLiabilitiesDetailsScheduleofAccruedExpensesandOtherCurrentLiabilitiesLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "label": "Schedule of Accrued Expenses and Other Current Liabilities [Abstract]" } } }, "auth_ref": [] }, "onds_AccruedExpensesandOtherCurrentLiabilitiesDetailsScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AccruedExpensesandOtherCurrentLiabilitiesDetailsScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable", "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "label": "Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities [Table]" } } }, "auth_ref": [] }, "onds_AccruedInterestMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AccruedInterestMember", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued Interest [Member]", "label": "Accrued Interest Member" } } }, "auth_ref": [] }, "us-gaap_AccruedLiabilitiesForCommissionsExpenseAndTaxes": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccruedLiabilitiesForCommissionsExpenseAndTaxes", "crdr": "credit", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued expenses", "label": "Accrued Liabilities for Commissions, Expense and Taxes", "documentation": "The carrying amount for commissions, taxes and other expenses that were incurred but unpaid as of the balance sheet date." } } }, "auth_ref": [ "r1202" ] }, "us-gaap_AccruedPayrollTaxesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccruedPayrollTaxesCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable": { "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued payroll and other benefits", "label": "Accrued Payroll Taxes, Current", "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r31" ] }, "us-gaap_AccruedProfessionalFeesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccruedProfessionalFeesCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable": { "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued professional fees", "label": "Accrued Professional Fees, Current", "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r31" ] }, "onds_AccruedPurchaseConsiderations": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AccruedPurchaseConsiderations", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable": { "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued purchase consideration", "documentation": "Accrued purchase consideration.", "label": "Accrued Purchase Considerations" } } }, "auth_ref": [] }, "onds_AccruingDividendsPercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AccruingDividendsPercentage", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accruing dividends percentage", "documentation": "Accruing dividends percentage.", "label": "Accruing Dividends Percentage" } } }, "auth_ref": [] }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Less: accumulated depreciation", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services." } } }, "auth_ref": [ "r79", "r248", "r718" ] }, "ecd_Additional402vDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "Additional402vDisclosureTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Additional 402(v) Disclosure [Text Block]", "terseLabel": "Additional 402(v) Disclosure" } } }, "auth_ref": [ "r1016" ] }, "us-gaap_AdditionalCollateralAggregateFairValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdditionalCollateralAggregateFairValue", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate amount", "label": "Additional Collateral, Aggregate Fair Value", "documentation": "The aggregate fair value of additional assets that would be required to be posted as collateral for derivative instruments with credit-risk-related contingent features if the credit-risk-related contingent features were triggered at the end of the reporting period." } } }, "auth_ref": [ "r117" ] }, "onds_AdditionalConvertibleNotesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AdditionalConvertibleNotesMember", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Additional Convertible Notes [Member]", "verboseLabel": "Additional Notes [Member]", "label": "Additional Convertible Notes Member" } } }, "auth_ref": [] }, "us-gaap_AdditionalPaidInCapital": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdditionalPaidInCapital", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Additional paid in capital", "label": "Additional Paid in Capital", "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock." } } }, "auth_ref": [ "r142", "r944", "r1212" ] }, "us-gaap_AdditionalPaidInCapitalMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdditionalPaidInCapitalMember", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Additional Paid in Capital", "label": "Additional Paid-in Capital [Member]", "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders." } } }, "auth_ref": [ "r562", "r563", "r564", "r771", "r1105", "r1106", "r1107", "r1181", "r1214" ] }, "dei_AdditionalSecurities462b": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AdditionalSecurities462b", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Additional Securities. 462(b)" } } }, "auth_ref": [ "r1060" ] }, "dei_AdditionalSecurities462bFileNumber": { "xbrltype": "fileNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AdditionalSecurities462bFileNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Additional Securities, 462(b), File Number" } } }, "auth_ref": [ "r1060" ] }, "dei_AdditionalSecuritiesEffective413b": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AdditionalSecuritiesEffective413b", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Additional Securities Effective, 413(b)" } } }, "auth_ref": [ "r1058" ] }, "onds_AdditionalSharesOfPreferredStock": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AdditionalSharesOfPreferredStock", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Additional shares of preferred stock", "documentation": "Number of additional shares purchase in preferred stock.", "label": "Additional Shares Of Preferred Stock" } } }, "auth_ref": [] }, "onds_AdditionsNets": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AdditionsNets", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofContractAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Additions", "documentation": "Additions, net.", "label": "Additions Nets" } } }, "auth_ref": [] }, "dei_AddressTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AddressTypeDomain", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Address Type [Domain]", "documentation": "An entity may have several addresses for different purposes and this domain represents all such types." } } }, "auth_ref": [] }, "ecd_AdjToCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AdjToCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Adjustment to Compensation Amount", "terseLabel": "Adjustment to Compensation, Amount" } } }, "auth_ref": [ "r1022" ] }, "ecd_AdjToCompAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AdjToCompAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Adjustment to Compensation [Axis]", "terseLabel": "Adjustment to Compensation:" } } }, "auth_ref": [ "r1022" ] }, "ecd_AdjToNonPeoNeoCompFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AdjToNonPeoNeoCompFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Adjustment to Non-PEO NEO Compensation Footnote [Text Block]", "terseLabel": "Adjustment to Non-PEO NEO Compensation Footnote" } } }, "auth_ref": [ "r1022" ] }, "ecd_AdjToPeoCompFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AdjToPeoCompFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Adjustment To PEO Compensation, Footnote [Text Block]", "terseLabel": "Adjustment To PEO Compensation, Footnote" } } }, "auth_ref": [ "r1022" ] }, "us-gaap_AdjustmentsNoncashItemsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdjustmentsNoncashItemsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Adjustments to reconcile net loss to net cash flows used in operating activities:", "label": "Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]" } } }, "auth_ref": [] }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "negatedLabel": "Sale of redeemable preferred stock in Ondas Networks, net of issuance costs", "label": "Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs", "documentation": "Amount of decrease in additional paid in capital (APIC) resulting from direct costs associated with issuing stock. Includes, but is not limited to, legal and accounting fees and direct costs associated with stock issues under a shelf registration." } } }, "auth_ref": [ "r10", "r186" ] }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of warrants in connection with the sale of redeemable preferred stock in Ondas Networks", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants." } } }, "auth_ref": [ "r10", "r80", "r186" ] }, "us-gaap_AdvancesToAffiliate": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdvancesToAffiliate", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable": { "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Advance to vendors", "label": "Advances to Affiliate", "documentation": "Long-Term advances receivable from a party that is affiliated with the reporting entity by means of direct or indirect ownership. This does not include advances to clients." } } }, "auth_ref": [ "r1188" ] }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdvertisingCostsPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Advertising and Promotional Expenses", "label": "Advertising Cost [Policy Text Block]", "documentation": "Disclosure of accounting policy for advertising cost." } } }, "auth_ref": [ "r214" ] }, "us-gaap_AdvertisingExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdvertisingExpense", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Advertising and promotional expenses", "label": "Advertising Expense", "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line." } } }, "auth_ref": [ "r570" ] }, "onds_AggregateAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AggregateAmount", "crdr": "credit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate amount", "documentation": "The amount of aggregate.", "label": "Aggregate Amount" } } }, "auth_ref": [] }, "onds_AggregatePrincipalAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AggregatePrincipalAmount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate principal amount", "documentation": "Aggregate principal amount.", "label": "Aggregate Principal Amount" } } }, "auth_ref": [] }, "ecd_AggtErrCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AggtErrCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Aggregate Erroneous Compensation Amount", "terseLabel": "Aggregate Erroneous Compensation Amount" } } }, "auth_ref": [ "r978", "r990", "r1006", "r1034" ] }, "ecd_AggtErrCompNotYetDeterminedTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AggtErrCompNotYetDeterminedTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Aggregate Erroneous Compensation Not Yet Determined [Text Block]", "terseLabel": "Aggregate Erroneous Compensation Not Yet Determined" } } }, "auth_ref": [ "r981", "r993", "r1009", "r1037" ] }, "onds_AgreementAndWaiverMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AgreementAndWaiverMember", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Agreement and Waiver [Member]", "label": "Agreement And Waiver Member" } } }, "auth_ref": [] }, "ecd_AllAdjToCompMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AllAdjToCompMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "All Adjustments to Compensation [Member]", "terseLabel": "All Adjustments to Compensation" } } }, "auth_ref": [ "r1022" ] }, "ecd_AllExecutiveCategoriesMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AllExecutiveCategoriesMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "All Executive Categories [Member]", "terseLabel": "All Executive Categories" } } }, "auth_ref": [ "r1029" ] }, "ecd_AllIndividualsMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AllIndividualsMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure", "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure", "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements", "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "All Individuals [Member]", "terseLabel": "All Individuals" } } }, "auth_ref": [ "r985", "r994", "r1010", "r1029", "r1038", "r1042", "r1050" ] }, "ecd_AllTradingArrangementsMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AllTradingArrangementsMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "All Trading Arrangements [Member]", "terseLabel": "All Trading Arrangements" } } }, "auth_ref": [ "r1048" ] }, "us-gaap_AllocatedShareBasedCompensationExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AllocatedShareBasedCompensationExpense", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Stock based compensation", "label": "Share-Based Payment Arrangement, Expense", "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized." } } }, "auth_ref": [ "r561", "r569" ] }, "dei_AmendmentDescription": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AmendmentDescription", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Amendment Description", "documentation": "Description of changes contained within amended document." } } }, "auth_ref": [] }, "dei_AmendmentFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AmendmentFlag", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Amendment Flag", "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission." } } }, "auth_ref": [] }, "us-gaap_AmortizationOfDebtDiscountPremium": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AmortizationOfDebtDiscountPremium", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Amortization expense related to debt discount", "label": "Amortization of Debt Discount (Premium)", "documentation": "Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense." } } }, "auth_ref": [ "r8", "r121", "r161", "r438" ] }, "us-gaap_AmortizationOfFinancingCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AmortizationOfFinancingCosts", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt issuance costs", "label": "Amortization of Debt Issuance Costs", "documentation": "Amount of amortization expense attributable to debt issuance costs." } } }, "auth_ref": [ "r154", "r438", "r655", "r1098" ] }, "us-gaap_AmortizationOfFinancingCostsAndDiscounts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AmortizationOfFinancingCostsAndDiscounts", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Amortization of debt discount and issuance cost", "label": "Amortization of Debt Issuance Costs and Discounts", "documentation": "Amount of amortization expense attributable to debt discount (premium) and debt issuance costs." } } }, "auth_ref": [ "r438", "r655", "r922", "r923", "r1098" ] }, "us-gaap_AmortizationOfIntangibleAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AmortizationOfIntangibleAssets", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Amortization of intangible assets", "verboseLabel": "Amortization expense", "label": "Amortization of Intangible Assets", "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method." } } }, "auth_ref": [ "r8", "r70", "r74" ] }, "onds_AmountOfFederalAndStateNOLs": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AmountOfFederalAndStateNOLs", "crdr": "debit", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Amount of federal and state NOLs", "documentation": "Amount of federal and state NOLs.", "label": "Amount Of Federal And State NOLs" } } }, "auth_ref": [] }, "dei_AnnualInformationForm": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AnnualInformationForm", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Annual Information Form", "documentation": "Boolean flag with value true on a form if it is an annual report containing an annual information form." } } }, "auth_ref": [ "r986" ] }, "onds_AnnuallyBaseRatePercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AnnuallyBaseRatePercentage", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Annually base rate percentage", "documentation": "Annually base rate percentage.", "label": "Annually Base Rate Percentage" } } }, "auth_ref": [] }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "terseLabel": "Total potentially dilutive securities", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented." } } }, "auth_ref": [ "r310" ] }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "label": "Antidilutive Securities [Axis]", "documentation": "Information by type of antidilutive security." } } }, "auth_ref": [ "r55" ] }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AntidilutiveSecuritiesNameDomain", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "label": "Antidilutive Securities, Name [Domain]", "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented." } } }, "auth_ref": [ "r55" ] }, "dei_ApproximateDateOfCommencementOfProposedSaleToThePublic": { "xbrltype": "dateOrAsapItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ApproximateDateOfCommencementOfProposedSaleToThePublic", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Approximate Date of Commencement of Proposed Sale to Public", "documentation": "The approximate date of a commencement of a proposed sale of securities to the public. This element is disclosed in S-1, S-3, S-4, S-11, F-1, F-3 and F-10 filings." } } }, "auth_ref": [] }, "us-gaap_AreaOfLand": { "xbrltype": "areaItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AreaOfLand", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Space to approximately square feet (in Square Meters)", "label": "Area of Land", "documentation": "Area of land held." } } }, "auth_ref": [] }, "us-gaap_AssetImpairmentCharges": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetImpairmentCharges", "crdr": "debit", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment charge", "label": "Asset Impairment Charges", "documentation": "Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill." } } }, "auth_ref": [ "r8", "r76" ] }, "onds_AssetPurchaseAgreementDescription": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "AssetPurchaseAgreementDescription", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Asset purchase agreement, description", "documentation": "Asset purchase agreement, description.", "label": "Asset Purchase Agreement Description" } } }, "auth_ref": [] }, "us-gaap_AssetRetirementObligationAccretionExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetRetirementObligationAccretionExpense", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Retirement of assets", "label": "Asset Retirement Obligation, Accretion Expense", "documentation": "Amount of accretion expense recognized during the period that is associated with an asset retirement obligation. Accretion expense measures and incorporates changes due to the passage of time into the carrying amount of the liability." } } }, "auth_ref": [ "r404", "r405" ] }, "us-gaap_Assets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Assets", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "totalLabel": "Total assets", "label": "Assets", "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events." } } }, "auth_ref": [ "r196", "r252", "r279", "r320", "r341", "r347", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r604", "r608", "r636", "r709", "r814", "r944", "r957", "r1138", "r1139", "r1191" ] }, "us-gaap_AssetsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetsAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "ASSETS", "verboseLabel": "Assets:", "label": "Assets [Abstract]" } } }, "auth_ref": [] }, "us-gaap_AssetsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetsCurrent", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "totalLabel": "Total current assets", "label": "Assets, Current", "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events." } } }, "auth_ref": [ "r243", "r259", "r279", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r604", "r608", "r636", "r944", "r1138", "r1139", "r1191" ] }, "us-gaap_AssetsCurrentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetsCurrentAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Current Assets:", "label": "Assets, Current [Abstract]" } } }, "auth_ref": [] }, "us-gaap_AuctionMarketPreferredSecuritiesStockSeriesSharesAuthorized": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AuctionMarketPreferredSecuritiesStockSeriesSharesAuthorized", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Additional amount", "label": "Auction Market Preferred Securities, Stock Series, Shares Authorized", "documentation": "The number of shares of a preferred security the entity has authorized through an auction process." } } }, "auth_ref": [ "r89", "r140" ] }, "dei_AuditedAnnualFinancialStatements": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditedAnnualFinancialStatements", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Audited Annual Financial Statements", "documentation": "Boolean flag with value true on a form if it is an annual report containing audited financial statements." } } }, "auth_ref": [ "r986" ] }, "dei_AuditorFirmId": { "xbrltype": "nonemptySequenceNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditorFirmId", "presentation": [ "http://xbrl.sec.gov/dei/role/document/AuditInformation" ], "lang": { "en-us": { "role": { "label": "Auditor Firm ID", "documentation": "PCAOB issued Audit Firm Identifier" } } }, "auth_ref": [ "r970", "r973", "r986" ] }, "dei_AuditorLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditorLineItems", "lang": { "en-us": { "role": { "label": "Auditor [Line Items]" } } }, "auth_ref": [] }, "dei_AuditorLocation": { "xbrltype": "internationalNameItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditorLocation", "presentation": [ "http://xbrl.sec.gov/dei/role/document/AuditInformation" ], "lang": { "en-us": { "role": { "label": "Auditor Location" } } }, "auth_ref": [ "r970", "r973", "r986" ] }, "dei_AuditorName": { "xbrltype": "internationalNameItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditorName", "presentation": [ "http://xbrl.sec.gov/dei/role/document/AuditInformation" ], "lang": { "en-us": { "role": { "label": "Auditor Name" } } }, "auth_ref": [ "r970", "r973", "r986" ] }, "dei_AuditorTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditorTable", "presentation": [ "http://xbrl.sec.gov/dei/role/document/AuditInformation" ], "lang": { "en-us": { "role": { "label": "Auditor [Table]" } } }, "auth_ref": [] }, "ecd_AwardExrcPrice": { "xbrltype": "perShareItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardExrcPrice", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Exercise Price", "terseLabel": "Exercise Price" } } }, "auth_ref": [ "r1045" ] }, "ecd_AwardGrantDateFairValue": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardGrantDateFairValue", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Grant Date Fair Value", "terseLabel": "Fair Value as of Grant Date" } } }, "auth_ref": [ "r1046" ] }, "ecd_AwardTmgDiscLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgDiscLineItems", "lang": { "en-us": { "role": { "label": "Award Timing Disclosures [Line Items]", "terseLabel": "Award Timing Disclosures" } } }, "auth_ref": [ "r1041" ] }, "ecd_AwardTmgHowMnpiCnsdrdTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgHowMnpiCnsdrdTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Timing, How MNPI Considered [Text Block]", "terseLabel": "Award Timing, How MNPI Considered" } } }, "auth_ref": [ "r1041" ] }, "ecd_AwardTmgMethodTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgMethodTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Timing Method [Text Block]", "terseLabel": "Award Timing Method" } } }, "auth_ref": [ "r1041" ] }, "ecd_AwardTmgMnpiCnsdrdFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgMnpiCnsdrdFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Timing MNPI Considered [Flag]", "terseLabel": "Award Timing MNPI Considered" } } }, "auth_ref": [ "r1041" ] }, "ecd_AwardTmgMnpiDiscTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgMnpiDiscTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Timing MNPI Disclosure [Text Block]", "terseLabel": "Award Timing MNPI Disclosure" } } }, "auth_ref": [ "r1041" ] }, "ecd_AwardTmgPredtrmndFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgPredtrmndFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Timing Predetermined [Flag]", "terseLabel": "Award Timing Predetermined" } } }, "auth_ref": [ "r1041" ] }, "us-gaap_AwardTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AwardTypeAxis", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable", "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable", "http://www.onds.com/role/StockholdersEquityDetails", "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Type [Axis]", "terseLabel": "Award Type", "documentation": "Information by type of award under share-based payment arrangement." } } }, "auth_ref": [ "r532", "r533", "r534", "r536", "r537", "r538", "r539", "r540", "r541", "r542", "r543", "r544", "r545", "r546", "r547", "r548", "r549", "r550", "r551", "r552", "r553", "r556", "r557", "r558", "r559", "r560" ] }, "ecd_AwardUndrlygSecuritiesAmt": { "xbrltype": "decimalItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardUndrlygSecuritiesAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Award Underlying Securities Amount", "terseLabel": "Underlying Securities" } } }, "auth_ref": [ "r1044" ] }, "ecd_AwardsCloseToMnpiDiscIndName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardsCloseToMnpiDiscIndName", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Awards Close in Time to MNPI Disclosures, Individual Name", "terseLabel": "Name" } } }, "auth_ref": [ "r1043" ] }, "ecd_AwardsCloseToMnpiDiscTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardsCloseToMnpiDiscTable", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Awards Close in Time to MNPI Disclosures [Table]", "terseLabel": "Awards Close in Time to MNPI Disclosures" } } }, "auth_ref": [ "r1042" ] }, "ecd_AwardsCloseToMnpiDiscTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardsCloseToMnpiDiscTableTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Awards Close in Time to MNPI Disclosures [Table Text Block]", "terseLabel": "Awards Close in Time to MNPI Disclosures, Table" } } }, "auth_ref": [ "r1042" ] }, "onds_BaseRatePerMonth": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "BaseRatePerMonth", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Base rate per month", "documentation": "Amount of base rate per month.", "label": "Base Rate Per Month" } } }, "auth_ref": [] }, "us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Basis of Presentation", "label": "Basis of Presentation and Significant Accounting Policies [Text Block]", "documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity." } } }, "auth_ref": [ "r170" ] }, "us-gaap_BusinessAcquisitionAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessAcquisitionAxis", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable", "http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals" ], "lang": { "en-us": { "role": { "label": "Business Acquisition [Axis]", "documentation": "Information by business combination or series of individually immaterial business combinations." } } }, "auth_ref": [ "r104", "r106", "r598", "r934", "r937" ] }, "us-gaap_BusinessAcquisitionProFormaEarningsPerShareBasic": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessAcquisitionProFormaEarningsPerShareBasic", "presentation": [ "http://www.onds.com/role/ScheduleofOperatingResultsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Net Loss Per Share \u2013 basic (in Dollars per share)", "label": "Business Acquisition, Pro Forma Earnings Per Share, Basic", "documentation": "The pro forma basic net income per share for a period as if the business combination or combinations had been completed at the beginning of a period." } } }, "auth_ref": [ "r1075", "r1076" ] }, "us-gaap_BusinessAcquisitionProFormaEarningsPerShareDiluted": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessAcquisitionProFormaEarningsPerShareDiluted", "presentation": [ "http://www.onds.com/role/ScheduleofOperatingResultsTable_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Net Loss Per Share \u2013 diluted", "label": "Business Acquisition, Pro Forma Earnings Per Share, Diluted", "documentation": "The pro forma diluted net income per share for a period as if the business combination or combinations had been completed at the beginning of a period." } } }, "auth_ref": [ "r1075", "r1076" ] }, "us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessAcquisitionsProFormaNetIncomeLoss", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofOperatingResultsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Net loss", "label": "Business Acquisition, Pro Forma Net Income (Loss)", "documentation": "The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period." } } }, "auth_ref": [ "r596", "r597" ] }, "us-gaap_BusinessAcquisitionsProFormaRevenue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessAcquisitionsProFormaRevenue", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofOperatingResultsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue, net", "label": "Business Acquisition, Pro Forma Revenue", "documentation": "The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period." } } }, "auth_ref": [ "r596", "r597" ] }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisition" ], "lang": { "en-us": { "role": { "terseLabel": "GOODWILL AND BUSINESS ACQUISITION", "label": "Business Combination Disclosure [Text Block]", "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable)." } } }, "auth_ref": [ "r191", "r599" ] }, "us-gaap_BusinessCombinationPriceOfAcquisitionExpected": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationPriceOfAcquisitionExpected", "crdr": "credit", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase consideration", "label": "Business Combination, Price of Acquisition, Expected", "documentation": "Purchase price of expected business acquisition prior to consideration being transferred. Excludes asset acquisition." } } }, "auth_ref": [ "r1072" ] }, "onds_BusinessCombinationRecognizedCommonStock": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "BusinessCombinationRecognizedCommonStock", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Common Stock \u2013 2,844,291 Shares", "documentation": "Amount of common stock.", "label": "Business Combination Recognized Common Stock" } } }, "auth_ref": [] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCapitalLeaseObligation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCapitalLeaseObligation", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Lease liabilities", "label": "Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation", "documentation": "Amount of lease obligation assumed in business combination." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Cash and cash equivalents and restricted cash", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssets", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Other current assets", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets", "documentation": "Amount of assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Customer Prepayments", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets", "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts receivable", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables", "documentation": "Amount due from customers or clients for goods or services, including trade receivables, that have been delivered or sold in the normal course of business, and amounts due from others, including related parties expected to be converted to cash, sold or exchanged within one year or the normal operating cycle, if longer, acquired at the acquisition date." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts payable", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable", "documentation": "Amount of liabilities incurred for goods and services received that are used in an entity's business and related party payables, assumed at the acquisition date." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesLongTermDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesLongTermDebt", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Loan from related party", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-Term Debt", "documentation": "Amount of long-term debt due within one year or within the normal operating cycle, if longer, assumed at the acquisition date." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Other payables", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other", "documentation": "Amount of other liabilities due within one year or within the normal operating cycle, if longer, assumed at the acquisition date." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Intangible assets", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill", "documentation": "Amount of intangible assets, excluding goodwill, acquired at the acquisition date." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Inventory", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory", "documentation": "The amount of inventory recognized as of the acquisition date." } } }, "auth_ref": [ "r107", "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherNoncurrentAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherNoncurrentAssets", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Total estimated fair value of assets acquired", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets", "documentation": "Amount of other assets expected to be realized or consumed after one year or the normal operating cycle, if longer, acquired at the acquisition date." } } }, "auth_ref": [ "r108" ] }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Property and equipment", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment", "documentation": "The amount of property, plant, and equipment recognized as of the acquisition date." } } }, "auth_ref": [ "r107", "r108" ] }, "onds_BusinessCombinationRecognizedRightOfUseAsset": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "BusinessCombinationRecognizedRightOfUseAsset", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Right of use asset", "documentation": "Amount of right of use asset.", "label": "Business Combination Recognized Right Of Use Asset" } } }, "auth_ref": [] }, "us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsAssetsRecognized": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationSeparatelyRecognizedTransactionsAssetsRecognized", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Stock-based compensation expense (in Dollars)", "label": "Business Combination, Separately Recognized Transactions, Assets Recognized", "documentation": "The assets recognized for each amount of assets recorded in a transaction with the acquiree that is recognized separately from the acquisition of assets and assumptions of liabilities in the business combination." } } }, "auth_ref": [ "r105" ] }, "us-gaap_BusinessCombinationsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationsAbstract", "lang": { "en-us": { "role": { "label": "Goodwill and Business Acquisition [Abstract]" } } }, "auth_ref": [] }, "us-gaap_BusinessCombinationsPolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessCombinationsPolicy", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Business Combinations", "label": "Business Combinations Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy." } } }, "auth_ref": [ "r103" ] }, "dei_BusinessContactMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "BusinessContactMember", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Business Contact [Member]", "documentation": "Business contact for the entity" } } }, "auth_ref": [ "r973", "r986" ] }, "us-gaap_BusinessDescriptionAndBasisOfPresentationTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessDescriptionAndBasisOfPresentationTextBlock", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentation" ], "lang": { "en-us": { "role": { "terseLabel": "DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION", "label": "Business Description and Basis of Presentation [Text Block]", "documentation": "The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS)." } } }, "auth_ref": [ "r132", "r170", "r171" ] }, "us-gaap_CapitalExpenditureDiscontinuedOperations": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalExpenditureDiscontinuedOperations", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Capital expenditure", "label": "Capital Expenditure, Discontinued Operations", "documentation": "Amount of capital expenditure attributable to discontinued operations." } } }, "auth_ref": [ "r133" ] }, "us-gaap_CapitalizationLongtermDebtAndEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizationLongtermDebtAndEquity", "crdr": "credit", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Long-term equity investment", "label": "Capitalization, Long-Term Debt and Equity", "documentation": "This element represents the total consolidated (as applicable) capitalization of the entity which is comprised of its long-term debt and equity instruments. The table may be detailed by subsidiary (legal entity) and include information by type of debt or equity detailed by instrument." } } }, "auth_ref": [] }, "us-gaap_CapitalizationLongtermDebtAndEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizationLongtermDebtAndEquityAbstract", "lang": { "en-us": { "role": { "label": "Long-Term Equity Investment [Abstract]" } } }, "auth_ref": [] }, "us-gaap_Cash": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Cash", "crdr": "debit", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Cash", "label": "Cash", "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation." } } }, "auth_ref": [ "r212", "r711", "r782", "r809", "r944", "r957", "r1086" ] }, "onds_CashAcquiredOnTheAcquisitionOfAiroboticsLtd": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CashAcquiredOnTheAcquisitionOfAiroboticsLtd", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Cash acquired on the acquisition of Airobotics Ltd.", "documentation": "Cash acquired on the acquisition of Airobotics Ltd.", "label": "Cash Acquired On The Acquisition Of Airobotics Ltd" } } }, "auth_ref": [] }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashAndCashEquivalentsPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Cash, Cash Equivalents, and Restricted Cash", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value." } } }, "auth_ref": [ "r49" ] }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "periodStartLabel": "Cash, cash equivalents, and restricted cash beginning of period", "periodEndLabel": "Cash, cash equivalents, and restricted cash end of period", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents", "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "auth_ref": [ "r48", "r167", "r276" ] }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "totalLabel": "Decrease in cash, cash equivalents, and restricted cash", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect", "documentation": "Amount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "auth_ref": [ "r5", "r167" ] }, "onds_CashDisbursementOnNoteReceivable": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CashDisbursementOnNoteReceivable", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 9.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Cash disbursement on note receivable", "documentation": "Cash disbursement on note receivable.", "label": "Cash Disbursement On Note Receivable" } } }, "auth_ref": [] }, "us-gaap_CashEquivalentsAtCarryingValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashEquivalentsAtCarryingValue", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Cash", "label": "Cash Equivalents, at Carrying Value", "documentation": "Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation." } } }, "auth_ref": [ "r1086", "r1204" ] }, "us-gaap_CashFDICInsuredAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashFDICInsuredAmount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Federally insured limits", "label": "Cash, FDIC Insured Amount", "documentation": "The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation." } } }, "auth_ref": [] }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:", "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]" } } }, "auth_ref": [] }, "onds_CashPaidForArdennaIncAssetAcquisitions": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CashPaidForArdennaIncAssetAcquisitions", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Cash paid for Ardenna Inc. asset acquisition", "documentation": "Cash paid for Ardenna Inc. asset acquisition.", "label": "Cash Paid For Ardenna Inc Asset Acquisitions" } } }, "auth_ref": [] }, "onds_CashPaidForIronDroneAssetAcquisition": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CashPaidForIronDroneAssetAcquisition", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Cash paid for Iron Drone asset acquisition", "documentation": "The amount of cash paid for iron drone asset acquisition.", "label": "Cash Paid For Iron Drone Asset Acquisition" } } }, "auth_ref": [] }, "onds_CashProceedsForConvertibleDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CashProceedsForConvertibleDebt", "crdr": "debit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Cash proceeds for convertible debt", "documentation": "Cash proceeds for convertible debt.", "label": "Cash Proceeds For Convertible Debt" } } }, "auth_ref": [] }, "onds_CertificateOfDesignationSeriesAPreferredShares": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CertificateOfDesignationSeriesAPreferredShares", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Certificate of designation series A preferred stock", "documentation": "Number of certificate of designation series A preferred stock.", "label": "Certificate Of Designation Series APreferred Shares" } } }, "auth_ref": [] }, "onds_CertificateOfNonDesignationSeriesAPreferredStock": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CertificateOfNonDesignationSeriesAPreferredStock", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Certificate of non designation series A preferred stock", "documentation": "Certificate of non designation series A preferred stock.", "label": "Certificate Of Non Designation Series APreferred Stock" } } }, "auth_ref": [] }, "ecd_ChangedPeerGroupFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ChangedPeerGroupFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Changed Peer Group, Footnote [Text Block]", "terseLabel": "Changed Peer Group, Footnote" } } }, "auth_ref": [ "r1020" ] }, "dei_CityAreaCode": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "CityAreaCode", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "City Area Code", "documentation": "Area code of city" } } }, "auth_ref": [] }, "us-gaap_ClassOfStockDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ClassOfStockDomain", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/IntangibleAssetsDetails", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Class of Stock [Domain]", "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock." } } }, "auth_ref": [ "r224", "r253", "r254", "r255", "r279", "r303", "r304", "r307", "r309", "r314", "r315", "r367", "r414", "r416", "r417", "r418", "r421", "r422", "r443", "r444", "r447", "r450", "r456", "r636", "r761", "r762", "r763", "r764", "r771", "r772", "r773", "r774", "r775", "r776", "r777", "r778", "r779", "r780", "r781", "r783", "r801", "r823", "r846", "r878", "r879", "r880", "r881", "r882", "r1069", "r1100", "r1109" ] }, "us-gaap_ClassOfWarrantOrRightAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ClassOfWarrantOrRightAxis", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/ScheduleofWarrantsActivityTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Class of Warrant or Right [Axis]", "documentation": "Information by type of warrant or right issued." } } }, "auth_ref": [ "r95" ] }, "us-gaap_ClassOfWarrantOrRightDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ClassOfWarrantOrRightDomain", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Class of Warrant or Right [Domain]", "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months." } } }, "auth_ref": [] }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Warrants exercise price (in Dollars per share)", "verboseLabel": "Exercise price per share", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "documentation": "Exercise price per share or per unit of warrants or rights outstanding." } } }, "auth_ref": [ "r457" ] }, "us-gaap_ClassOfWarrantOrRightTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ClassOfWarrantOrRightTable", "presentation": [ "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "label": "Class of Warrant or Right [Table]", "documentation": "Disclosure for warrants or rights issued, which includes the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable." } } }, "auth_ref": [ "r95" ] }, "ecd_CoSelectedMeasureAmt": { "xbrltype": "decimalItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CoSelectedMeasureAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Company Selected Measure Amount", "terseLabel": "Company Selected Measure Amount" } } }, "auth_ref": [ "r1021" ] }, "ecd_CoSelectedMeasureName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CoSelectedMeasureName", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Company Selected Measure Name", "terseLabel": "Company Selected Measure Name" } } }, "auth_ref": [ "r1021" ] }, "us-gaap_CommitmentsAndContingencies": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommitmentsAndContingencies", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Commitments and Contingencies (Note 14)", "label": "Commitments and Contingencies", "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur." } } }, "auth_ref": [ "r37", "r128", "r710", "r800" ] }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommitmentsAndContingenciesDisclosureAbstract", "lang": { "en-us": { "role": { "label": "Commitments and Contingencies [Abstract]" } } }, "auth_ref": [] }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/CommitmentsandContingencies" ], "lang": { "en-us": { "role": { "terseLabel": "COMMITMENTS AND CONTINGENCIES", "label": "Commitments and Contingencies Disclosure [Text Block]", "documentation": "The entire disclosure for commitments and contingencies." } } }, "auth_ref": [ "r181", "r408", "r409", "r886", "r1135" ] }, "onds_CommonAreaMaintenanceExpenses": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CommonAreaMaintenanceExpenses", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofLeaseCostsTable": { "parentTag": "us-gaap_LeaseCost", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofLeaseCostsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Common area maintenance expense", "documentation": "Common area maintenance expense.", "label": "Common Area Maintenance Expenses" } } }, "auth_ref": [] }, "onds_CommonSharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CommonSharesIssued", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common shares issued (in Shares)", "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Shares Issued" } } }, "auth_ref": [] }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock reserved for issuance", "verboseLabel": "Aggregate common stock", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "documentation": "Aggregate number of common shares reserved for future issuance." } } }, "auth_ref": [ "r38" ] }, "onds_CommonStockConversionPrice": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CommonStockConversionPrice", "crdr": "credit", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Time of conversion", "documentation": "Common stock conversion price.", "label": "Common Stock Conversion Price" } } }, "auth_ref": [] }, "us-gaap_CommonStockConvertibleConversionPriceDecrease": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockConvertibleConversionPriceDecrease", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Exercise price", "label": "Common Stock, Convertible, Conversion Price, Decrease", "documentation": "Per share decrease in conversion price of convertible common stock. Excludes change due to standard antidilution provision." } } }, "auth_ref": [ "r457" ] }, "us-gaap_CommonStockDividendsPerShareDeclared": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockDividendsPerShareDeclared", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase aggregate par value", "label": "Common Stock, Dividends, Per Share, Declared", "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding." } } }, "auth_ref": [ "r186" ] }, "us-gaap_CommonStockDividendsShares": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockDividendsShares", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock shares (in Shares)", "label": "Common Stock Dividends, Shares", "documentation": "Number of shares of common stock issued as dividends during the period. Excludes stock splits." } } }, "auth_ref": [ "r10" ] }, "onds_CommonStockInRelationToAcquisitionOfIronDroneLtd": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CommonStockInRelationToAcquisitionOfIronDroneLtd", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock in relation to acquisition of the assets of Iron Drone, Ltd.", "documentation": "Common stock in relation to acquisition.", "label": "Common Stock In Relation To Acquisition Of Iron Drone Ltd" } } }, "auth_ref": [] }, "us-gaap_CommonStockMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockMember", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails", "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common Stock", "verboseLabel": "Common Stock [Member]", "label": "Common Stock [Member]", "documentation": "Stock that is subordinate to all other stock of the issuer." } } }, "auth_ref": [ "r947", "r948", "r949", "r951", "r952", "r953", "r954", "r1105", "r1106", "r1181", "r1211", "r1214" ] }, "us-gaap_CommonStockParOrStatedValuePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockParOrStatedValuePerShare", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock par value (in Dollars per share)", "verboseLabel": "Common stock, par value (in Dollars per share)", "netLabel": "Common stock par value", "label": "Common Stock, Par or Stated Value Per Share", "documentation": "Face amount or stated value per share of common stock." } } }, "auth_ref": [ "r141" ] }, "onds_CommonStockShares": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CommonStockShares", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock shares", "documentation": "Common stock shares.", "label": "Common Stock Shares" } } }, "auth_ref": [] }, "us-gaap_CommonStockSharesAuthorized": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockSharesAuthorized", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock, shares authorized", "verboseLabel": "Common stock, authorized", "label": "Common Stock, Shares Authorized", "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws." } } }, "auth_ref": [ "r141", "r801" ] }, "us-gaap_CommonStockSharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockSharesIssued", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock, shares issued", "verboseLabel": "Purchase of common stock shares", "label": "Common Stock, Shares, Issued", "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury." } } }, "auth_ref": [ "r141" ] }, "us-gaap_CommonStockSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockSharesOutstanding", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock, shares outstanding", "label": "Common Stock, Shares, Outstanding", "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation." } } }, "auth_ref": [ "r10", "r141", "r801", "r820", "r1214", "r1215" ] }, "us-gaap_CommonStockValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockValue", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock - par value $0.0001; 300,000,000 and 116,666,667 shares authorized at December 31, 2023 and December 31, 2022, respectively; 61,940,878 and 44,108,661 issued and outstanding, at December 31, 2023 and December 31, 2022, respectively", "label": "Common Stock, Value, Issued", "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity." } } }, "auth_ref": [ "r141", "r713", "r944" ] }, "ecd_CompActuallyPaidVsCoSelectedMeasureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CompActuallyPaidVsCoSelectedMeasureTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Compensation Actually Paid vs. Company Selected Measure [Text Block]", "terseLabel": "Compensation Actually Paid vs. Company Selected Measure" } } }, "auth_ref": [ "r1026" ] }, "ecd_CompActuallyPaidVsNetIncomeTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CompActuallyPaidVsNetIncomeTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Compensation Actually Paid vs. Net Income [Text Block]", "terseLabel": "Compensation Actually Paid vs. Net Income" } } }, "auth_ref": [ "r1025" ] }, "ecd_CompActuallyPaidVsOtherMeasureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CompActuallyPaidVsOtherMeasureTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Compensation Actually Paid vs. Other Measure [Text Block]", "terseLabel": "Compensation Actually Paid vs. Other Measure" } } }, "auth_ref": [ "r1027" ] }, "ecd_CompActuallyPaidVsTotalShareholderRtnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CompActuallyPaidVsTotalShareholderRtnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Compensation Actually Paid vs. Total Shareholder Return [Text Block]", "terseLabel": "Compensation Actually Paid vs. Total Shareholder Return" } } }, "auth_ref": [ "r1024" ] }, "us-gaap_ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Deferred Tax Assets and Deferred Tax Liabilities [Abstract]" } } }, "auth_ref": [] }, "us-gaap_ComponentsOfIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ComponentsOfIncomeTaxExpenseBenefitContinuingOperationsAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Income Taxes [Abstract]" } } }, "auth_ref": [] }, "onds_ComponentsOfTotalLeaseCostsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ComponentsOfTotalLeaseCostsAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofLeaseCostsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Components of total lease costs:", "label": "Components Of Total Lease Costs Abstract" } } }, "auth_ref": [] }, "us-gaap_ComputerEquipmentMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ComputerEquipmentMember", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "terseLabel": "Computer equipment [Member]", "label": "Computer Equipment [Member]", "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems." } } }, "auth_ref": [] }, "onds_ConcentrationOfCustomerPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ConcentrationOfCustomerPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Concentration of Customers", "documentation": "Disclosure of accounting policy of concentration of customer.", "label": "Concentration Of Customer Policy Text Block" } } }, "auth_ref": [] }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskBenchmarkDomain", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Concentration Risk Benchmark [Domain]", "documentation": "The denominator in a calculation of a disclosed concentration risk percentage." } } }, "auth_ref": [ "r57", "r59", "r119", "r120", "r355", "r885" ] }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskByBenchmarkAxis", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Concentration Risk Benchmark [Axis]", "documentation": "Information by benchmark of concentration risk." } } }, "auth_ref": [ "r57", "r59", "r119", "r120", "r355", "r757", "r885" ] }, "us-gaap_ConcentrationRiskByTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskByTypeAxis", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Concentration Risk Type [Axis]", "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender." } } }, "auth_ref": [ "r57", "r59", "r119", "r120", "r355", "r885", "r1074" ] }, "us-gaap_ConcentrationRiskCreditRisk": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskCreditRisk", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Concentrations of Credit Risk", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for credit risk." } } }, "auth_ref": [ "r129", "r217" ] }, "us-gaap_ConcentrationRiskPercentage1": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskPercentage1", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Consideration risk percentage", "label": "Concentration Risk, Percentage", "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division." } } }, "auth_ref": [ "r57", "r59", "r119", "r120", "r355" ] }, "us-gaap_ConcentrationRiskTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskTypeDomain", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Concentration Risk Type [Domain]", "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration." } } }, "auth_ref": [ "r57", "r59", "r119", "r120", "r355", "r885" ] }, "us-gaap_ConstructionInProgressMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConstructionInProgressMember", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "terseLabel": "Construction in progress\t[Member]", "label": "Construction in Progress [Member]", "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service." } } }, "auth_ref": [] }, "dei_ContactPersonnelEmailAddress": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ContactPersonnelEmailAddress", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Contact Personnel Email Address", "documentation": "Email address of contact personnel." } } }, "auth_ref": [] }, "dei_ContactPersonnelFaxNumber": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ContactPersonnelFaxNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Contact Personnel Fax Number", "documentation": "Fax Number of contact personnel." } } }, "auth_ref": [ "r973" ] }, "dei_ContactPersonnelName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ContactPersonnelName", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Contact Personnel Name", "documentation": "Name of contact personnel" } } }, "auth_ref": [] }, "dei_ContainedFileInformationFileDescription": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ContainedFileInformationFileDescription", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Contained File Information, File Description", "documentation": "The description of the contained file." } } }, "auth_ref": [] }, "dei_ContainedFileInformationFileName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ContainedFileInformationFileName", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Contained File Information, File Name", "documentation": "The name of the contained file." } } }, "auth_ref": [] }, "dei_ContainedFileInformationFileNumber": { "xbrltype": "fileNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ContainedFileInformationFileNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Contained File Information, File Number", "documentation": "The SEC Document Number of the contained file." } } }, "auth_ref": [] }, "dei_ContainedFileInformationFileType": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ContainedFileInformationFileType", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Contained File Information, File Type", "documentation": "The type or format of the contained file (usually XBRL but may be used for other types such as HTML, Word, PDF, GIF/JPG, etc.)." } } }, "auth_ref": [] }, "onds_ContractAssetsBalance": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ContractAssetsBalance", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofContractAssetsTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Balance at beginning of period", "periodEndLabel": "Balance at end of period", "documentation": "Contract assets balance at beginning of period.", "label": "Contract Assets Balance" } } }, "auth_ref": [] }, "onds_ContractAssetsRecognizeds": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ContractAssetsRecognizeds", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofContractAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Contract assets recognized", "documentation": "Contract assets recognized.", "label": "Contract Assets Recognizeds" } } }, "auth_ref": [] }, "us-gaap_ContractWithCustomerAssetAndLiabilityTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ContractWithCustomerAssetAndLiabilityTableTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Contract Assets", "label": "Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]", "documentation": "Tabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability." } } }, "auth_ref": [ "r1143" ] }, "us-gaap_ContractWithCustomerLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ContractWithCustomerLiability", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofContractAssetsTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Balance, beginning of year", "periodEndLabel": "Balance, end of year", "label": "Contract with Customer, Liability", "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable." } } }, "auth_ref": [ "r459", "r460", "r462" ] }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ContractWithCustomerLiabilityRevenueRecognized", "crdr": "credit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Contract liability", "label": "Contract with Customer, Liability, Revenue Recognized", "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due." } } }, "auth_ref": [ "r463" ] }, "us-gaap_ConversionOfStockAmountConverted1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConversionOfStockAmountConverted1", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Converting to common Stock", "label": "Conversion of Stock, Amount Converted", "documentation": "The value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period." } } }, "auth_ref": [ "r51", "r52", "r53" ] }, "us-gaap_ConversionOfStockAmountIssued1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConversionOfStockAmountIssued1", "crdr": "credit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Conversion of Stock, Amount Issued (in Dollars)", "label": "Conversion of Stock, Amount Issued", "documentation": "The value of the financial instrument issued [noncash or part noncash] in the conversion of stock. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period." } } }, "auth_ref": [ "r51", "r52", "r53" ] }, "us-gaap_ConversionOfStockSharesIssued1": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConversionOfStockSharesIssued1", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Share of common stock", "label": "Conversion of Stock, Shares Issued", "documentation": "The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period." } } }, "auth_ref": [ "r51", "r52", "r53" ] }, "onds_ConversionPricePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ConversionPricePerShare", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Conversion price per share (in Dollars per share)", "documentation": "Conversion price per share.", "label": "Conversion Price Per Share" } } }, "auth_ref": [] }, "us-gaap_ConvertibleDebtMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConvertibleDebtMember", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Convertible Debt [Member]", "label": "Convertible Debt [Member]", "documentation": "Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock." } } }, "auth_ref": [ "r183", "r423", "r424", "r429", "r430", "r431", "r434", "r435", "r436", "r437", "r438", "r919", "r920", "r921", "r922", "r923" ] }, "onds_ConvertibleExchangeNotesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ConvertibleExchangeNotesMember", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Convertible Exchange Notes [Member]", "label": "Convertible Exchange Notes Member" } } }, "auth_ref": [] }, "us-gaap_ConvertibleLongTermNotesPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConvertibleLongTermNotesPayable", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Convertible notes payable, net of current, net of unamortized issuance cost of $391,718 and $948,201, respectively", "label": "Convertible Notes Payable, Noncurrent", "documentation": "Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder." } } }, "auth_ref": [ "r35" ] }, "us-gaap_ConvertibleNotesPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConvertibleNotesPayable", "crdr": "credit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Convertible promissory note", "label": "Convertible Notes Payable", "documentation": "Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder." } } }, "auth_ref": [ "r19", "r198", "r1203" ] }, "us-gaap_ConvertibleNotesPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConvertibleNotesPayableCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Convertible note payable, net of debt discount and issuance cost of $1,968,411 and $2,303,664, respectively", "label": "Convertible Notes Payable, Current", "documentation": "Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder." } } }, "auth_ref": [ "r31" ] }, "us-gaap_ConvertibleNotesPayableMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConvertibleNotesPayableMember", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Convertible Promissory Notes [Member]", "verboseLabel": "Convertible Notes Payable [Member]", "label": "Convertible Notes Payable [Member]", "documentation": "Written promise to pay a note which can be exchanged for a specified quantity of securities (typically common stock), at the option of the issuer or the holder." } } }, "auth_ref": [ "r137", "r197" ] }, "onds_ConvertiblePromissoryNotesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ConvertiblePromissoryNotesMember", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Convertible Promissory Notes [Member]", "label": "Convertible Promissory Notes Member" } } }, "auth_ref": [] }, "onds_CorporateAlternativeMinimumTax": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CorporateAlternativeMinimumTax", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Corporate alternative minimum tax", "documentation": "Corporate alternative minimum tax.", "label": "Corporate Alternative Minimum Tax" } } }, "auth_ref": [] }, "us-gaap_CostOfGoodsAndServicesSold": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CostOfGoodsAndServicesSold", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_GrossProfit", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Cost of goods sold", "label": "Cost of Goods and Services Sold", "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities." } } }, "auth_ref": [ "r157", "r686" ] }, "us-gaap_CostsAndExpenses": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CostsAndExpenses", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Expensed offering costs", "label": "Costs and Expenses", "documentation": "Total costs of sales and operating expenses for the period." } } }, "auth_ref": [ "r155" ] }, "dei_CountryRegion": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "CountryRegion", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Country Region", "documentation": "Region code of country" } } }, "auth_ref": [] }, "dei_CoverAbstract": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "CoverAbstract", "lang": { "en-us": { "role": { "label": "Cover [Abstract]", "documentation": "Cover page." } } }, "auth_ref": [] }, "us-gaap_CurrentFederalStateAndLocalTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CurrentFederalStateAndLocalTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total", "label": "Current Federal, State and Local, Tax Expense (Benefit)", "documentation": "Amount of current federal, state, and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national, regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r1079" ] }, "us-gaap_CurrentFederalStateAndLocalTaxExpenseBenefitAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CurrentFederalStateAndLocalTaxExpenseBenefitAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Current", "label": "Current Federal, State and Local, Tax Expense (Benefit) [Abstract]" } } }, "auth_ref": [] }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CurrentFederalTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": "us-gaap_CurrentFederalStateAndLocalTaxExpenseBenefit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "U.S. Federal", "label": "Current Federal Tax Expense (Benefit)", "documentation": "Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r1079", "r1103", "r1179" ] }, "dei_CurrentFiscalYearEndDate": { "xbrltype": "gMonthDayItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "CurrentFiscalYearEndDate", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Current Fiscal Year End Date", "documentation": "End date of current fiscal year in the format --MM-DD." } } }, "auth_ref": [] }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CurrentStateAndLocalTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": "us-gaap_CurrentFederalStateAndLocalTaxExpenseBenefit", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "State and local", "label": "Current State and Local Tax Expense (Benefit)", "documentation": "Amount of current state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r1079", "r1103", "r1179" ] }, "us-gaap_CustomerConcentrationRiskMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CustomerConcentrationRiskMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customer Concentration Risk [Member]", "label": "Customer Concentration Risk [Member]", "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer." } } }, "auth_ref": [ "r58", "r355" ] }, "onds_CustomerOneMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CustomerOneMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customer One [Member]", "label": "Customer One Member" } } }, "auth_ref": [] }, "us-gaap_CustomerRelationshipsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CustomerRelationshipsMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customer relationships [Member]", "verboseLabel": "Customer Relationships [Member]", "label": "Customer Relationships [Member]", "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships." } } }, "auth_ref": [ "r110" ] }, "onds_CustomerThreeMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CustomerThreeMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customer Three [Member]", "label": "Customer Three Member" } } }, "auth_ref": [] }, "onds_CustomerTwoMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CustomerTwoMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customer Two [Member]", "label": "Customer Two Member" } } }, "auth_ref": [] }, "onds_CustomersMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "CustomersMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customers [Member]", "label": "Customers Member" } } }, "auth_ref": [] }, "us-gaap_DebtDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtDisclosureAbstract", "lang": { "en-us": { "role": { "label": "Long-Term Notes Payable [Abstract]" } } }, "auth_ref": [] }, "onds_DebtExchangedForCommonStock": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DebtExchangedForCommonStock", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Debt exchanged for common stock", "documentation": "The amount of debt exchanged for common stock.", "label": "Debt Exchanged For Common Stock" } } }, "auth_ref": [] }, "us-gaap_DebtInstrumentAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentAxis", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "label": "Debt Instrument [Axis]", "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities." } } }, "auth_ref": [ "r19", "r137", "r138", "r197", "r198", "r282", "r423", "r424", "r425", "r426", "r427", "r428", "r429", "r430", "r431", "r432", "r433", "r434", "r435", "r436", "r437", "r438", "r656", "r919", "r920", "r921", "r922", "r923", "r1101" ] }, "us-gaap_DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent", "crdr": "credit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Minimum installment amount", "label": "Debt Instrument, Convertible, Carrying Amount of Equity Component", "documentation": "The carrying amount of the equity component of convertible debt which may be settled in cash upon conversion." } } }, "auth_ref": [ "r81" ] }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentConvertibleConversionPrice1", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Price per share (in Dollars per share)", "label": "Debt Instrument, Convertible, Conversion Price", "documentation": "The price per share of the conversion feature embedded in the debt instrument." } } }, "auth_ref": [ "r184", "r425" ] }, "us-gaap_DebtInstrumentIncreaseAccruedInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentIncreaseAccruedInterest", "crdr": "credit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued interest", "label": "Debt Instrument, Increase, Accrued Interest", "documentation": "Increase for accrued, but unpaid interest on the debt instrument for the period." } } }, "auth_ref": [ "r1101" ] }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentInterestRateEffectivePercentage", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Effective interest rate", "label": "Debt Instrument, Interest Rate, Effective Percentage", "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium." } } }, "auth_ref": [ "r33", "r122", "r440", "r656" ] }, "us-gaap_DebtInstrumentMaturityDateDescription": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentMaturityDateDescription", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Maturity date", "label": "Debt Instrument, Maturity Date, Description", "documentation": "Description of the maturity date of the debt instrument including whether the debt matures serially and, if so, a brief description of the serial maturities." } } }, "auth_ref": [ "r34" ] }, "us-gaap_DebtInstrumentNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentNameDomain", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "label": "Debt Instrument, Name [Domain]", "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities." } } }, "auth_ref": [ "r35", "r282", "r423", "r424", "r425", "r426", "r427", "r428", "r429", "r430", "r431", "r432", "r433", "r434", "r435", "r436", "r437", "r438", "r656", "r919", "r920", "r921", "r922", "r923", "r1101" ] }, "us-gaap_DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "principal percentage", "label": "Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed", "documentation": "Percentage of principal amount of debt redeemed." } } }, "auth_ref": [] }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentUnamortizedDiscount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Net of unamortized debt discount and issuance cost (in Dollars)", "label": "Debt Instrument, Unamortized Discount", "documentation": "Amount, after accumulated amortization, of debt discount." } } }, "auth_ref": [ "r121", "r125", "r1141" ] }, "us-gaap_DebtInstrumentUnamortizedDiscountCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentUnamortizedDiscountCurrent", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Convertible note payable, net of debt discount and issuance cost (in Dollars)", "label": "Debt Instrument, Unamortized Discount, Current", "documentation": "Amount of debt discount to be amortized within one year or within the normal operating cycle, if longer." } } }, "auth_ref": [ "r121", "r125" ] }, "us-gaap_DebtInstrumentUnamortizedDiscountNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentUnamortizedDiscountNoncurrent", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Unamortized debt discount", "label": "Debt Instrument, Unamortized Discount, Noncurrent", "documentation": "Amount of debt discount to be amortized after one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r121", "r125" ] }, "us-gaap_DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "crdr": "debit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net of debt discount and issuance costs", "label": "Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net", "documentation": "Amount of unamortized debt discount (premium) and debt issuance costs." } } }, "auth_ref": [ "r123", "r429", "r439", "r920", "r921" ] }, "us-gaap_DebtInstrumentUnamortizedDiscountPremiumNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentUnamortizedDiscountPremiumNet", "crdr": "debit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net debt discount", "label": "Debt Instrument, Unamortized Discount (Premium), Net", "documentation": "Amount, after accumulated amortization, of debt discount (premium)." } } }, "auth_ref": [ "r121", "r122", "r123", "r124", "r125", "r1141" ] }, "us-gaap_DebtSecuritiesAvailableForSaleExcludingAccruedInterestAllowanceForCreditLossSecuritiesSold": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtSecuritiesAvailableForSaleExcludingAccruedInterestAllowanceForCreditLossSecuritiesSold", "crdr": "debit", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Recorded accrued dividends", "label": "Debt Securities, Available-for-Sale, Excluding Accrued Interest, Allowance for Credit Loss, Sold", "documentation": "Amount, excluding accrued interest, of decrease in allowance for credit loss on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale) from sale." } } }, "auth_ref": [ "r378" ] }, "us-gaap_DebtSecuritiesTradingUnrealizedGainLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtSecuritiesTradingUnrealizedGainLoss", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Net Loss on change in fair value of liability", "label": "Debt Securities, Trading, Unrealized Gain (Loss)", "documentation": "Amount of unrealized gain (loss) on investment in debt security measured at fair value with change in fair value recognized in net income (trading)." } } }, "auth_ref": [ "r1113", "r1114" ] }, "us-gaap_DeferredCompensationEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredCompensationEquity", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Compensation paid (in Dollars)", "label": "Deferred Compensation Equity", "documentation": "Value of stock issued under share-based plans to employees or officers which is the unearned portion, accounted for under the fair value method." } } }, "auth_ref": [ "r41", "r94" ] }, "us-gaap_DeferredCostsLeasingNetNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredCostsLeasingNetNoncurrent", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Lease deposits", "label": "Deferred Costs, Leasing, Net, Noncurrent", "documentation": "This element represents costs incurred by the lessor that are (a) costs to originate a lease incurred in transactions with independent third parties that (i) result directly from and are essential to acquire that lease and (ii) would not have been incurred had that leasing transaction not occurred and (b) certain costs directly related to specified activities performed by the lessor for that lease. Those activities are: evaluating the prospective lessee's financial condition; evaluating and recording guarantees, collateral, and other security arrangements; negotiating lease terms; preparing and processing lease documents; and closing the transaction. The costs represented by this element are those costs not expected to be recognized in (amortized to) earnings within one year from the date of the statement of financial position or operating cycle, if longer." } } }, "auth_ref": [ "r209", "r1087", "r1186" ] }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredFederalIncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": "us-gaap_DeferredFederalStateAndLocalTaxExpenseBenefit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "U.S. Federal", "label": "Deferred Federal Income Tax Expense (Benefit)", "documentation": "Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r1103", "r1177", "r1179" ] }, "us-gaap_DeferredFederalStateAndLocalTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredFederalStateAndLocalTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total", "label": "Deferred Federal, State and Local, Tax Expense (Benefit)", "documentation": "Amount of deferred federal, state, and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national, regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r1173" ] }, "us-gaap_DeferredFederalStateAndLocalTaxExpenseBenefitAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredFederalStateAndLocalTaxExpenseBenefitAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred", "label": "Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract]" } } }, "auth_ref": [] }, "us-gaap_DeferredOfferingCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredOfferingCosts", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred offering costs outstanding", "verboseLabel": "Offering costs (in Dollars)", "label": "Deferred Offering Costs", "documentation": "Specific incremental costs directly attributable to a proposed or actual offering of securities which are deferred at the end of the reporting period." } } }, "auth_ref": [ "r1117" ] }, "onds_DeferredOfferingCostsPoliciesTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DeferredOfferingCostsPoliciesTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred Offering Costs", "documentation": "Disclosure of accounting policies for deferred offering costs.", "label": "Deferred Offering Costs Policies Text Block" } } }, "auth_ref": [] }, "us-gaap_DeferredRentCreditCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredRentCreditCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxLiabilitiesDeferredExpense", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Deferred rent", "label": "Deferred Rent Credit, Current", "documentation": "Amount of excess of rental payment required by lease over rental income recognized, classified as current." } } }, "auth_ref": [ "r210", "r1088", "r1187" ] }, "us-gaap_DeferredRevenueCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredRevenueCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred revenue", "label": "Deferred Revenue, Current", "documentation": "Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current." } } }, "auth_ref": [ "r1088" ] }, "us-gaap_DeferredRevenueRevenueRecognized1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredRevenueRevenueRecognized1", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue, net", "label": "Deferred Revenue, Revenue Recognized", "documentation": "Amount of revenue recognized that was previously reported as deferred or unearned revenue." } } }, "auth_ref": [] }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": "us-gaap_DeferredFederalStateAndLocalTaxExpenseBenefit", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "State and local", "label": "Deferred State and Local Income Tax Expense (Benefit)", "documentation": "Amount of deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r1103", "r1177", "r1179" ] }, "us-gaap_DeferredTaxAssetsInProcessResearchAndDevelopment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsInProcessResearchAndDevelopment", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 8.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "R&D capitalization", "label": "Deferred Tax Assets, in Process Research and Development", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from in-process research and development costs expensed in connection with a business combination." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsInventory": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsInventory", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Inventory reserve", "label": "Deferred Tax Assets, Inventory", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from inventory." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsInvestments", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Investment impairment", "label": "Deferred Tax Assets, Investments", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from investments (excludes investments in subsidiaries and equity method investments)." } } }, "auth_ref": [] }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsLiabilitiesNet", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total deferred tax assets", "label": "Deferred Tax Assets, Net", "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting." } } }, "auth_ref": [ "r1175" ] }, "us-gaap_DeferredTaxAssetsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsNet", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "totalLabel": "Deferred tax assets, net of valuation allowance", "label": "Deferred Tax Assets, Net of Valuation Allowance", "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards." } } }, "auth_ref": [ "r1175" ] }, "us-gaap_DeferredTaxAssetsNetAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsNetAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred Tax Assets:", "label": "Deferred Tax Assets, Net [Abstract]" } } }, "auth_ref": [] }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Tax benefit of net operating loss carry-forward", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration", "crdr": "debit", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Networks, respectively, had federal NOLs", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are not subject to expiration dates." } } }, "auth_ref": [] }, "us-gaap_DeferredTaxAssetsOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsOther", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 10.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Other", "label": "Deferred Tax Assets, Other", "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwardsResearch": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsTaxCreditCarryforwardsResearch", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 9.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "R&D credit", "label": "Deferred Tax Assets, Tax Credit Carryforwards, Research", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible research tax credit carryforwards." } } }, "auth_ref": [ "r101", "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsOther", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 7.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Operating lease liabilities", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Other", "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences from compensation and benefits, classified as other." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Stock based compensation", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued liabilities", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from accrued liabilities." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsImpairmentLosses": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsImpairmentLosses", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Depreciation", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Impairment Losses", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from estimated impairment losses." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsValuationAllowance", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofCompanysValuationAllowanceTable", "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Beginning of the year", "periodEndLabel": "End of the year", "negatedLabel": "Valuation allowance for deferred tax assets", "label": "Deferred Tax Assets, Valuation Allowance", "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized." } } }, "auth_ref": [ "r582" ] }, "us-gaap_DeferredTaxLiabilitiesDeferredExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxLiabilitiesDeferredExpense", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "negatedTotalLabel": "Total deferred tax liabilities", "label": "Deferred Tax Liabilities, Deferred Expense", "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from capitalized costs." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxLiabilitiesDeferredExpense", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Intangibles", "label": "Deferred Tax Liabilities, Intangible Assets", "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill." } } }, "auth_ref": [ "r102", "r1176" ] }, "us-gaap_DeferredTaxLiabilitiesNetAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxLiabilitiesNetAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred Tax Liabilities:", "label": "Deferred Tax Liabilities, Net [Abstract]" } } }, "auth_ref": [] }, "onds_DeferredTaxLiabilityAmortization": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DeferredTaxLiabilityAmortization", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxLiabilitiesDeferredExpense", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Amortization", "documentation": "Amortization.", "label": "Deferred Tax Liability Amortization" } } }, "auth_ref": [] }, "us-gaap_DefinedBenefitPlanFundedPercentage": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DefinedBenefitPlanFundedPercentage", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Financial largest benefit", "label": "Defined Benefit Plan, Funded Percentage", "documentation": "Percentage of plan assets to benefit obligation of defined benefit plan." } } }, "auth_ref": [] }, "dei_DelayedOrContinuousOffering": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DelayedOrContinuousOffering", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Delayed or Continuous Offering" } } }, "auth_ref": [ "r998", "r999", "r1013" ] }, "us-gaap_DepositContractsAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DepositContractsAssets", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable": { "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Contract asset", "label": "Deposit Contracts, Assets", "documentation": "Carrying amount of assets as of the balance sheet date pertaining to amounts paid by the insured (including a ceding company) under insurance or reinsurance contracts for which insurance risk is not transferred." } } }, "auth_ref": [ "r382", "r383" ] }, "us-gaap_DepositLiabilitiesAccruedInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DepositLiabilitiesAccruedInterest", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable": { "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued interest", "label": "Deposit Liabilities, Accrued Interest", "documentation": "Amount of accrued but unpaid interest on deposit liabilities." } } }, "auth_ref": [ "r127" ] }, "us-gaap_Depreciation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Depreciation", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/PropertyandEquipmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Depreciation", "verboseLabel": "Depreciation expense", "label": "Depreciation", "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation." } } }, "auth_ref": [ "r8", "r78" ] }, "us-gaap_DepreciationDepletionAndAmortization": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DepreciationDepletionAndAmortization", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Depreciation and amortization", "label": "Depreciation, Depletion and Amortization", "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets." } } }, "auth_ref": [ "r8", "r325" ] }, "us-gaap_DerivativeContractTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeContractTypeDomain", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable" ], "lang": { "en-us": { "role": { "label": "Derivative Contract [Domain]", "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset." } } }, "auth_ref": [ "r788", "r791", "r806", "r807", "r808", "r810", "r811", "r812", "r813", "r815", "r816", "r817", "r818", "r833", "r834", "r835", "r836", "r839", "r840", "r841", "r842", "r866", "r868", "r869", "r870", "r947", "r949" ] }, "us-gaap_DerivativeFloorInterestRate": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeFloorInterestRate", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Lowest rate", "label": "Derivative, Floor Interest Rate", "documentation": "Floor rate on an interest rate derivative such as an interest rate floor or collar. If market rates falls below the floor rate, a payment or receipt is triggered on the contract." } } }, "auth_ref": [] }, "us-gaap_DerivativeFloorPrice": { "xbrltype": "perUnitItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeFloorPrice", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Floor price (in Dollars per Item)", "label": "Derivative, Floor Price", "documentation": "Floor rate on a price risk derivative such as a floor or a collar. A payment or receipt is triggered if the market rate falls below the floor rate on the contract." } } }, "auth_ref": [] }, "us-gaap_DerivativeInstrumentRiskAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeInstrumentRiskAxis", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "label": "Derivative Instrument [Axis]", "documentation": "Information by type of derivative contract." } } }, "auth_ref": [ "r111", "r112", "r113", "r114", "r788", "r791", "r806", "r807", "r808", "r810", "r811", "r812", "r813", "r815", "r816", "r817", "r818", "r833", "r834", "r835", "r836", "r839", "r840", "r841", "r842", "r866", "r868", "r869", "r870", "r907", "r947", "r949" ] }, "onds_DescriptionOfPaymentOfQuarterlyGrossRevenue": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DescriptionOfPaymentOfQuarterlyGrossRevenue", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Description of payment of quarterly gross revenue", "documentation": "Description of payment of quarterly gross revenue.", "label": "Description Of Payment Of Quarterly Gross Revenue" } } }, "auth_ref": [] }, "onds_DescriptionofBusinessandBasisofPresentationDetailsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DescriptionofBusinessandBasisofPresentationDetailsLineItems", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "label": "Description of Business and Basis of Presentation [Line Items]" } } }, "auth_ref": [] }, "onds_DescriptionofBusinessandBasisofPresentationDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DescriptionofBusinessandBasisofPresentationDetailsTable", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "label": "Description of Business and Basis of Presentation (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_DevelopedTechnologyRightsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DevelopedTechnologyRightsMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Developed technology [Member]", "verboseLabel": "Developed Technology [Member]", "label": "Developed Technology Rights [Member]", "documentation": "Rights to developed technology, which can include the right to develop, use, market, sell, or offer for sale products, compounds, or intellectual property." } } }, "auth_ref": [ "r193" ] }, "onds_DevelopmentEquipmentMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DevelopmentEquipmentMember", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Development equipment [Member]", "verboseLabel": "Development Equipment [Member]", "label": "Development Equipment Member" } } }, "auth_ref": [] }, "onds_DevelopmentRevenueMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DevelopmentRevenueMember", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Development revenue [Member]", "label": "Development Revenue Member" } } }, "auth_ref": [] }, "onds_DirectorsAndOfficersInsuranceFinancingPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DirectorsAndOfficersInsuranceFinancingPayable", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable": { "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "D&O insurance financing payable", "documentation": "Amount of directors and officers financing payable.", "label": "Directors And Officers Insurance Financing Payable" } } }, "auth_ref": [] }, "us-gaap_DisaggregationOfRevenueLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisaggregationOfRevenueLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "label": "Disaggregation of Revenue [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r461", "r925", "r926", "r927", "r928", "r929", "r930", "r931" ] }, "us-gaap_DisaggregationOfRevenueTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisaggregationOfRevenueTable", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "label": "Disaggregation of Revenue [Table]", "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor." } } }, "auth_ref": [ "r461", "r925", "r926", "r927", "r928", "r929", "r930", "r931" ] }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisaggregationOfRevenueTableTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Disaggregated Revenues", "label": "Disaggregation of Revenue [Table Text Block]", "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor." } } }, "auth_ref": [ "r1144" ] }, "us-gaap_DisclosureTextBlockSupplementAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisclosureTextBlockSupplementAbstract", "lang": { "en-us": { "role": { "label": "Other Current Assets [Abstract]" } } }, "auth_ref": [] }, "onds_DiscountPercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DiscountPercentage", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Discount percentage", "documentation": "Discount percentage.", "label": "Discount Percentage" } } }, "auth_ref": [] }, "dei_DividendOrInterestReinvestmentPlanOnly": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DividendOrInterestReinvestmentPlanOnly", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Dividend or Interest Reinvestment Plan Only" } } }, "auth_ref": [ "r998", "r999", "r1013" ] }, "us-gaap_DividendsCommonStockCash": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DividendsCommonStockCash", "crdr": "debit", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Cash payable in monthly instalments", "label": "Dividends, Common Stock, Cash", "documentation": "Amount of paid and unpaid common stock dividends declared with the form of settlement in cash." } } }, "auth_ref": [ "r186" ] }, "us-gaap_DividendsShareBasedCompensationCash": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DividendsShareBasedCompensationCash", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Compensation expense related to non-vested options (in Dollars)", "label": "Dividend, Share-Based Payment Arrangement, Cash", "documentation": "Amount of paid and unpaid cash dividends declared for award under share-based payment arrangement." } } }, "auth_ref": [] }, "dei_DocumentAccountingStandard": { "xbrltype": "accountingStandardItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentAccountingStandard", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Accounting Standard", "documentation": "The basis of accounting the registrant has used to prepare the financial statements included in this filing This can either be 'U.S. GAAP', 'International Financial Reporting Standards', or 'Other'." } } }, "auth_ref": [ "r973" ] }, "dei_DocumentAnnualReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentAnnualReport", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Annual Report", "documentation": "Boolean flag that is true only for a form used as an annual report." } } }, "auth_ref": [ "r970", "r973", "r986" ] }, "dei_DocumentCopyrightInformation": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentCopyrightInformation", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Copyright Information", "documentation": "The copyright information for the document." } } }, "auth_ref": [] }, "dei_DocumentCreationDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentCreationDate", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Creation Date", "documentation": "The date the document was made available and submitted, in YYYY-MM-DD format. The date of submission, date of acceptance by the recipient, and the document effective date are all potentially different." } } }, "auth_ref": [] }, "dei_DocumentDescription": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentDescription", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Description", "documentation": "The description of the document." } } }, "auth_ref": [] }, "dei_DocumentDomain": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentDomain", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document [Domain]", "documentation": "Type of the document as assigned by the filer, corresponding to SEC document naming convention standards." } } }, "auth_ref": [] }, "dei_DocumentEffectiveDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentEffectiveDate", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Effective Date", "documentation": "The date when a document, upon receipt and acceptance, becomes officially effective, in YYYY-MM-DD format. Usually it is a system-assigned date time value, but it may be declared by the submitter in some cases." } } }, "auth_ref": [] }, "dei_DocumentFinStmtErrorCorrectionFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentFinStmtErrorCorrectionFlag", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Financial Statement Error Correction [Flag]", "documentation": "Indicates whether any of the financial statement period in the filing include a restatement due to error correction." } } }, "auth_ref": [ "r970", "r973", "r986", "r1030" ] }, "dei_DocumentFinStmtRestatementRecoveryAnalysisFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentFinStmtRestatementRecoveryAnalysisFlag", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Financial Statement Restatement Recovery Analysis [Flag]", "documentation": "Indicates whether any of the financial statement periods include restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b)." } } }, "auth_ref": [ "r970", "r973", "r986", "r1030" ] }, "dei_DocumentFiscalPeriodFocus": { "xbrltype": "fiscalPeriodItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentFiscalPeriodFocus", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Fiscal Period Focus", "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY." } } }, "auth_ref": [] }, "dei_DocumentFiscalYearFocus": { "xbrltype": "gYearItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentFiscalYearFocus", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Fiscal Year Focus", "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006." } } }, "auth_ref": [] }, "dei_DocumentInformationDocumentAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentInformationDocumentAxis", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Information, Document [Axis]", "documentation": "The axis of a table defines the relationship between the domain members or categories in the table and the line items or concepts that complete the table." } } }, "auth_ref": [] }, "dei_DocumentInformationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentInformationLineItems", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Information [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "dei_DocumentInformationTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentInformationTable", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Information [Table]", "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package." } } }, "auth_ref": [] }, "dei_DocumentInformationTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentInformationTextBlock", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Information [Text Block]", "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package." } } }, "auth_ref": [] }, "dei_DocumentName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentName", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Name", "documentation": "Name of the document as assigned by the filer, corresponding to SEC document naming convention standards. Examples appear in the <FILENAME> field of EDGAR filings, such as 'htm_25911.htm', 'exhibit1.htm', 'v105727_8k.txt'." } } }, "auth_ref": [] }, "dei_DocumentPeriodEndDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentPeriodEndDate", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Period End Date", "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD." } } }, "auth_ref": [] }, "dei_DocumentPeriodStartDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentPeriodStartDate", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Period Start Date", "documentation": "The start date of the period covered in the document, in YYYY-MM-DD format." } } }, "auth_ref": [] }, "dei_DocumentQuarterlyReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentQuarterlyReport", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Quarterly Report", "documentation": "Boolean flag that is true only for a form used as an quarterly report." } } }, "auth_ref": [ "r971" ] }, "dei_DocumentRegistrationStatement": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentRegistrationStatement", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Registration Statement", "documentation": "Boolean flag that is true only for a form used as a registration statement." } } }, "auth_ref": [ "r959" ] }, "dei_DocumentShellCompanyEventDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentShellCompanyEventDate", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Shell Company Event Date", "documentation": "Date of event requiring a shell company report." } } }, "auth_ref": [ "r973" ] }, "dei_DocumentShellCompanyReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentShellCompanyReport", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Shell Company Report", "documentation": "Boolean flag that is true for a Shell Company Report pursuant to section 13 or 15(d) of the Exchange Act." } } }, "auth_ref": [ "r973" ] }, "dei_DocumentSubtitle": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentSubtitle", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Subtitle", "documentation": "The subtitle given to the document resource by the creator or publisher. An example is 'A New Period of Growth'." } } }, "auth_ref": [] }, "dei_DocumentSynopsis": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentSynopsis", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Synopsis", "documentation": "A synopsis or description of the document provided by the creator or publisher. Examples are 'This is the 2006 annual report for Company. During this period we saw revenue grow by 10% and earnings per share grow by 15% over the prior period'" } } }, "auth_ref": [] }, "dei_DocumentTitle": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentTitle", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Title", "documentation": "The name or title given to the document resource by the creator or publisher. An example is '2002 Annual Report'." } } }, "auth_ref": [] }, "dei_DocumentTransitionReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentTransitionReport", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Transition Report", "documentation": "Boolean flag that is true only for a form used as a transition report." } } }, "auth_ref": [ "r1014" ] }, "dei_DocumentType": { "xbrltype": "submissionTypeItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentType", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Type", "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'." } } }, "auth_ref": [] }, "dei_DocumentVersion": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentVersion", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Document Version", "documentation": "The version identifier of the document." } } }, "auth_ref": [] }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentsIncorporatedByReferenceTextBlock", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Documents Incorporated by Reference [Text Block]", "documentation": "Documents incorporated by reference." } } }, "auth_ref": [ "r962" ] }, "onds_DronesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DronesMember", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "terseLabel": "Drones and base stations [Member]", "label": "Drones Member" } } }, "auth_ref": [] }, "onds_DynamMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "DynamMember", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Dynam [Member]", "label": "Dynam Member" } } }, "auth_ref": [] }, "us-gaap_EarningsPerShareBasic": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EarningsPerShareBasic", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Net loss per share - basic (in Dollars per share)", "label": "Earnings Per Share, Basic", "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period." } } }, "auth_ref": [ "r268", "r291", "r292", "r293", "r294", "r295", "r300", "r303", "r307", "r308", "r309", "r311", "r631", "r632", "r706", "r724", "r910" ] }, "us-gaap_EarningsPerShareDiluted": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EarningsPerShareDiluted", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Net loss per share - diluted", "label": "Earnings Per Share, Diluted", "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period." } } }, "auth_ref": [ "r268", "r291", "r292", "r293", "r294", "r295", "r303", "r307", "r308", "r309", "r311", "r631", "r632", "r706", "r724", "r910" ] }, "us-gaap_EarningsPerSharePolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EarningsPerSharePolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Net Loss Per Common Share", "label": "Earnings Per Share, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements." } } }, "auth_ref": [ "r55", "r56" ] }, "dei_EffectiveAfter60Days486a": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EffectiveAfter60Days486a", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Effective after 60 Days, 486(a)" } } }, "auth_ref": [ "r1064" ] }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateContinuingOperations", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedTotalLabel": "Effective income tax rate", "label": "Effective Income Tax Rate Reconciliation, Percent", "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations." } } }, "auth_ref": [ "r577" ] }, "us-gaap_EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Reconciliation of the Provision for Income Taxes [Abstract]" } } }, "auth_ref": [] }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "U.S. federal statutory rate", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss)." } } }, "auth_ref": [ "r281", "r577", "r592" ] }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Change in valuation allowance", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets." } } }, "auth_ref": [ "r1174", "r1180" ] }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0, "order": 7.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Foreign rate differential", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile." } } }, "auth_ref": [ "r1174", "r1180" ] }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpense": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpense", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0, "order": 8.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Nondeductible expenses", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent", "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses." } } }, "auth_ref": [ "r1174", "r1180" ] }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseImpairmentLosses": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseImpairmentLosses", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Goodwill Impairment", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent", "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to impairment loss." } } }, "auth_ref": [ "r1174", "r1180" ] }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseOther": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseOther", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Federal true ups", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Percent", "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other nondeductible expenses." } } }, "auth_ref": [ "r1174", "r1180" ] }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Stock compensation", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Percent", "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement." } } }, "auth_ref": [ "r1174", "r1180" ] }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "calculation": { "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable": { "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofReconciliationoftheProvisionforIncomeTaxesTable" ], "lang": { "en-us": { "role": { "negatedLabel": "State taxes, net of federal benefit", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit)." } } }, "auth_ref": [ "r1174", "r1180" ] }, "dei_EffectiveOnDate486a": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EffectiveOnDate486a", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Effective on Date, 486(a)" } } }, "auth_ref": [ "r1064" ] }, "dei_EffectiveOnDate486b": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EffectiveOnDate486b", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Effective on Date, 486(b)" } } }, "auth_ref": [ "r1065" ] }, "dei_EffectiveOnSetDate486a": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EffectiveOnSetDate486a", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Effective on Set Date, 486(a)" } } }, "auth_ref": [ "r1064" ] }, "dei_EffectiveOnSetDate486b": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EffectiveOnSetDate486b", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Effective on Set Date, 486(b)" } } }, "auth_ref": [ "r1065" ] }, "dei_EffectiveUponFiling462e": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EffectiveUponFiling462e", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Effective Upon Filing, 462(e)" } } }, "auth_ref": [ "r1063" ] }, "dei_EffectiveUponFiling486b": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EffectiveUponFiling486b", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Effective upon Filing, 486(b)" } } }, "auth_ref": [ "r1065" ] }, "dei_EffectiveWhenDeclaredSection8c": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EffectiveWhenDeclaredSection8c", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Effective when Declared, Section 8(c)" } } }, "auth_ref": [ "r1067" ] }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable" ], "lang": { "en-us": { "role": { "label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_EmployeeStockOptionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EmployeeStockOptionMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Employee Stock Option [Member]", "terseLabel": "Employee Stock Option", "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time." } } }, "auth_ref": [] }, "dei_EntitiesTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntitiesTable", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entities [Table]", "documentation": "Container to assemble all relevant information about each entity associated with the document instance" } } }, "auth_ref": [] }, "dei_EntityAccountingStandard": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAccountingStandard", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Accounting Standard", "documentation": "The standardized abbreviation of the accounting standard used by the entity. This can either be US GAAP as promulgated by the FASB or IFRS as promulgated by the IASB. Example: 'US GAAP', 'IFRS'. This is distinct from the Document Accounting Standard element." } } }, "auth_ref": [] }, "dei_EntityAddressAddressDescription": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressAddressDescription", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Address Description", "documentation": "Description of the kind of address for the entity, if needed to distinguish more finely among mailing, principal, legal, accounting, contact or other addresses." } } }, "auth_ref": [] }, "dei_EntityAddressAddressLine1": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressAddressLine1", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Address Line One", "documentation": "Address Line 1 such as Attn, Building Name, Street Name" } } }, "auth_ref": [] }, "dei_EntityAddressAddressLine2": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressAddressLine2", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Address Line Two", "documentation": "Address Line 2 such as Street or Suite number" } } }, "auth_ref": [] }, "dei_EntityAddressAddressLine3": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressAddressLine3", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Address Line Three", "documentation": "Address Line 3 such as an Office Park" } } }, "auth_ref": [] }, "dei_EntityAddressCityOrTown": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressCityOrTown", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, City or Town", "documentation": "Name of the City or Town" } } }, "auth_ref": [] }, "dei_EntityAddressCountry": { "xbrltype": "countryCodeItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressCountry", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Country", "documentation": "ISO 3166-1 alpha-2 country code." } } }, "auth_ref": [] }, "dei_EntityAddressPostalZipCode": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressPostalZipCode", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Postal Zip Code", "documentation": "Code for the postal or zip code" } } }, "auth_ref": [] }, "dei_EntityAddressStateOrProvince": { "xbrltype": "stateOrProvinceItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressStateOrProvince", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, State or Province", "documentation": "Name of the state or province." } } }, "auth_ref": [] }, "dei_EntityAddressesAddressTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressesAddressTypeAxis", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Addresses, Address Type [Axis]", "documentation": "The axis of a table defines the relationship between the domain members or categories in the table and the line items or concepts that complete the table." } } }, "auth_ref": [] }, "dei_EntityAddressesLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressesLineItems", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Addresses [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "dei_EntityAddressesTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressesTable", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Addresses [Table]", "documentation": "Container of address information for the entity" } } }, "auth_ref": [ "r961" ] }, "dei_EntityBankruptcyProceedingsReportingCurrent": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityBankruptcyProceedingsReportingCurrent", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Bankruptcy Proceedings, Reporting Current", "documentation": "For registrants involved in bankruptcy proceedings during the preceding five years, the value Yes indicates that the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court; the value No indicates the registrant has not. Registrants not involved in bankruptcy proceedings during the preceding five years should not report this element." } } }, "auth_ref": [ "r965" ] }, "dei_EntityCentralIndexKey": { "xbrltype": "centralIndexKeyItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityCentralIndexKey", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Central Index Key", "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK." } } }, "auth_ref": [ "r961" ] }, "dei_EntityCommonStockSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityCommonStockSharesOutstanding", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Common Stock, Shares Outstanding", "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument." } } }, "auth_ref": [] }, "dei_EntityContactPersonnelLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityContactPersonnelLineItems", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Contact Personnel [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "dei_EntityCurrentReportingStatus": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityCurrentReportingStatus", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Current Reporting Status", "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure." } } }, "auth_ref": [] }, "dei_EntityDomain": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityDomain", "presentation": [ "http://xbrl.sec.gov/dei/role/document/AuditInformation", "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity [Domain]", "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains." } } }, "auth_ref": [] }, "dei_EntityEmergingGrowthCompany": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityEmergingGrowthCompany", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Emerging Growth Company", "documentation": "Indicate if registrant meets the emerging growth company criteria." } } }, "auth_ref": [ "r961" ] }, "dei_EntityExTransitionPeriod": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityExTransitionPeriod", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Ex Transition Period", "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards." } } }, "auth_ref": [ "r1066" ] }, "dei_EntityFileNumber": { "xbrltype": "fileNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityFileNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity File Number", "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen." } } }, "auth_ref": [] }, "dei_EntityFilerCategory": { "xbrltype": "filerCategoryItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityFilerCategory", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Filer Category", "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure." } } }, "auth_ref": [ "r961" ] }, "dei_EntityHomeCountryISOCode": { "xbrltype": "countryCodeItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityHomeCountryISOCode", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Home Country ISO Code", "documentation": "ISO 3166-1 alpha-2 country code for the Entity's home country. If home country is different from country of legal incorporation, then also provide country of legal incorporation in the 'Entity Incorporation, State Country Code' element." } } }, "auth_ref": [] }, "dei_EntityIncorporationDateOfIncorporation": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityIncorporationDateOfIncorporation", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Incorporation, Date of Incorporation", "documentation": "Date when an entity was incorporated" } } }, "auth_ref": [] }, "dei_EntityIncorporationStateCountryCode": { "xbrltype": "edgarStateCountryItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityIncorporationStateCountryCode", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Incorporation, State or Country Code", "documentation": "Two-character EDGAR code representing the state or country of incorporation." } } }, "auth_ref": [] }, "dei_EntityInformationFormerLegalOrRegisteredName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityInformationFormerLegalOrRegisteredName", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Information, Former Legal or Registered Name", "documentation": "Former Legal or Registered Name of an entity" } } }, "auth_ref": [] }, "dei_EntityInformationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityInformationLineItems", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Information [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "dei_EntityInteractiveDataCurrent": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityInteractiveDataCurrent", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Interactive Data Current", "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)." } } }, "auth_ref": [ "r1056" ] }, "dei_EntityInvCompanyType": { "xbrltype": "invCompanyType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityInvCompanyType", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Inv Company Type", "documentation": "One of: N-1A (Mutual Fund), N-1 (Open-End Separate Account with No Variable Annuities), N-2 (Closed-End Investment Company), N-3 (Separate Account Registered as Open-End Management Investment Company), N-4 (Variable Annuity UIT Separate Account), N-5 (Small Business Investment Company), N-6 (Variable Life UIT Separate Account), S-1 or S-3 (Face Amount Certificate Company), S-6 (UIT, Non-Insurance Product)." } } }, "auth_ref": [ "r1055" ] }, "dei_EntityLegalForm": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityLegalForm", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Legal Form", "documentation": "The details of the entity's legal form. Examples are partnership, limited liability company, trust, etc." } } }, "auth_ref": [] }, "dei_EntityListingDepositoryReceiptRatio": { "xbrltype": "pureItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingDepositoryReceiptRatio", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listing, Depository Receipt Ratio", "documentation": "The number of underlying shares represented by one American Depository Receipt (ADR) or Global Depository Receipt (GDR). A value of '3' means that one ADR represents 3 underlying shares. If one underlying share represents 2 ADR's then the value would be represented as '0.5'." } } }, "auth_ref": [] }, "dei_EntityListingDescription": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingDescription", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listing, Description", "documentation": "Description of the kind of listing the entity has on the exchange, if necessary to further describe different instruments that are already distinguished by Entity, Exchange and Security." } } }, "auth_ref": [] }, "dei_EntityListingForeign": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingForeign", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listing, Foreign", "documentation": "Yes or No value indicating whether this is a listing that is a foreign listing or depository receipt." } } }, "auth_ref": [] }, "dei_EntityListingParValuePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingParValuePerShare", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listing, Par Value Per Share", "documentation": "The par value per share of security quoted in same currency as Trading currency. Example: '0.01'." } } }, "auth_ref": [] }, "dei_EntityListingPrimary": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingPrimary", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listing, Primary", "documentation": "Yes or No value indicating whether a listing of an instrument on an exchange is primary for the entity." } } }, "auth_ref": [] }, "dei_EntityListingSecurityTradingCurrency": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingSecurityTradingCurrency", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listing, Security Trading Currency", "documentation": "The three character ISO 4217 code for the currency in which the security is quoted. Example: 'USD'" } } }, "auth_ref": [] }, "dei_EntityListingsExchangeAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingsExchangeAxis", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listings, Exchange [Axis]", "documentation": "The axis of a table defines the relationship between the domain members or categories in the table and the line items or concepts that complete the table." } } }, "auth_ref": [] }, "dei_EntityListingsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingsLineItems", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listings [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "dei_EntityListingsTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityListingsTable", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Listings [Table]", "documentation": "Container for exchange listing information for an entity" } } }, "auth_ref": [] }, "dei_EntityNumberOfEmployees": { "xbrltype": "decimalItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityNumberOfEmployees", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Number of Employees", "documentation": "Number of persons employed by the Entity" } } }, "auth_ref": [] }, "dei_EntityPhoneFaxNumbersLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityPhoneFaxNumbersLineItems", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Phone Fax Numbers [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "dei_EntityPrimarySicNumber": { "xbrltype": "sicNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityPrimarySicNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Primary SIC Number", "documentation": "Primary Standard Industrial Classification (SIC) Number for the Entity." } } }, "auth_ref": [ "r986" ] }, "dei_EntityPublicFloat": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityPublicFloat", "crdr": "credit", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Public Float", "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter." } } }, "auth_ref": [] }, "dei_EntityRegistrantName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityRegistrantName", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Registrant Name", "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC." } } }, "auth_ref": [ "r961" ] }, "dei_EntityReportingCurrencyISOCode": { "xbrltype": "currencyItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityReportingCurrencyISOCode", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Reporting Currency ISO Code", "documentation": "The three character ISO 4217 code for the currency used for reporting purposes. Example: 'USD'." } } }, "auth_ref": [] }, "dei_EntityShellCompany": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityShellCompany", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Shell Company", "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act." } } }, "auth_ref": [ "r961" ] }, "dei_EntitySmallBusiness": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntitySmallBusiness", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Small Business", "documentation": "Indicates that the company is a Smaller Reporting Company (SRC)." } } }, "auth_ref": [ "r961" ] }, "dei_EntityTaxIdentificationNumber": { "xbrltype": "employerIdItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityTaxIdentificationNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Tax Identification Number", "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS." } } }, "auth_ref": [ "r961" ] }, "dei_EntityTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityTextBlock", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity [Text Block]", "documentation": "Container to serve as parent of six Entity related Table concepts." } } }, "auth_ref": [] }, "dei_EntityVoluntaryFilers": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityVoluntaryFilers", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Voluntary Filers", "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act." } } }, "auth_ref": [] }, "dei_EntityWellKnownSeasonedIssuer": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityWellKnownSeasonedIssuer", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Well-known Seasoned Issuer", "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A." } } }, "auth_ref": [ "r1057" ] }, "us-gaap_EquityComponentDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EquityComponentDomain", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Equity Component [Domain]", "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc." } } }, "auth_ref": [ "r10", "r238", "r263", "r264", "r265", "r283", "r284", "r285", "r288", "r296", "r298", "r313", "r371", "r377", "r458", "r562", "r563", "r564", "r588", "r589", "r613", "r615", "r616", "r617", "r618", "r620", "r630", "r645", "r646", "r647", "r648", "r649", "r650", "r673", "r747", "r748", "r749", "r771", "r846" ] }, "onds_EquityIncentivePlanMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "EquityIncentivePlanMember", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Equity Incentive Plan [Member]", "verboseLabel": "2018 Equity Incentive Plan [Member]", "label": "Equity Incentive Plan Member" } } }, "auth_ref": [] }, "us-gaap_EquityMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EquityMember", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Equity Incentive Plan [Member]", "label": "Equity [Member]", "documentation": "Trading in a derivative instrument whose primary underlying risk is tied to share prices." } } }, "auth_ref": [ "r116" ] }, "srt_EquityMethodInvesteeNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "EquityMethodInvesteeNameDomain", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "label": "Investment, Name [Domain]", "documentation": "Name of investment including named security. Excludes entity that is consolidated." } } }, "auth_ref": [ "r364", "r365", "r366" ] }, "us-gaap_EquityMethodInvestmentAggregateCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EquityMethodInvestmentAggregateCost", "crdr": "debit", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Equity investment services paid", "label": "Equity Method Investment, Aggregate Cost", "documentation": "This element represents the aggregate cost of investments accounted for under the equity method of accounting." } } }, "auth_ref": [ "r24" ] }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EquityMethodInvestmentOwnershipPercentage", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ownership percentage", "label": "Equity Method Investment, Ownership Percentage", "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting." } } }, "auth_ref": [ "r364" ] }, "us-gaap_EquityMethodInvestmentQuotedMarketValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EquityMethodInvestmentQuotedMarketValue", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate price", "label": "Equity Method Investment, Quoted Market Value", "documentation": "This item represents the aggregate value of each identified investment accounted for under the equity method of accounting based on the quoted market price for those investments in common stock for which a quoted market price is available." } } }, "auth_ref": [ "r366" ] }, "onds_EquityUnderlyingShares": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "EquityUnderlyingShares", "crdr": "debit", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Equity underlying shares amount", "documentation": "Number of shares equity underlying shares.", "label": "Equity Underlying Shares" } } }, "auth_ref": [] }, "ecd_EquityValuationAssumptionDifferenceFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "EquityValuationAssumptionDifferenceFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Equity Valuation Assumption Difference, Footnote [Text Block]", "terseLabel": "Equity Valuation Assumption Difference, Footnote" } } }, "auth_ref": [ "r1023" ] }, "ecd_ErrCompAnalysisTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ErrCompAnalysisTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Erroneous Compensation Analysis [Text Block]", "terseLabel": "Erroneous Compensation Analysis" } } }, "auth_ref": [ "r978", "r990", "r1006", "r1034" ] }, "ecd_ErrCompRecoveryTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ErrCompRecoveryTable", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Erroneously Awarded Compensation Recovery [Table]", "terseLabel": "Erroneously Awarded Compensation Recovery" } } }, "auth_ref": [ "r975", "r987", "r1003", "r1031" ] }, "onds_EstimatedFairValueOfAssetsAcquiredAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "EstimatedFairValueOfAssetsAcquiredAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Estimated fair value of assets acquired:", "label": "Estimated Fair Value Of Assets Acquired Abstract" } } }, "auth_ref": [] }, "onds_EstimatedFairValueOfLiabilitiesAssumedAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "EstimatedFairValueOfLiabilitiesAssumedAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Estimated fair value of liabilities assumed:", "label": "Estimated Fair Value Of Liabilities Assumed Abstract" } } }, "auth_ref": [] }, "onds_EstimatedFairValueOfLiabilitiesTotal": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "EstimatedFairValueOfLiabilitiesTotal", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Total estimated fair value of liabilities assumed", "documentation": "Estimated fair value of liabilities total.", "label": "Estimated Fair Value Of Liabilities Total" } } }, "auth_ref": [] }, "us-gaap_ExcessStockSharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ExcessStockSharesIssued", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock shares", "label": "Excess Stock, Shares Issued", "documentation": "Number of excess stock shares of an entity that have been sold or granted to shareholders." } } }, "auth_ref": [] }, "dei_ExchangeDomain": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ExchangeDomain", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Exchange [Domain]", "documentation": "The set of all exchanges. MIC exchange codes are drawn from ISO 10383." } } }, "auth_ref": [] }, "us-gaap_ExciseAndSalesTaxes": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ExciseAndSalesTaxes", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Sales amount (in Dollars)", "label": "Excise and Sales Taxes", "documentation": "The amount of excise and sales taxes included in sales and revenues, which are then deducted as a cost of sales. Includes excise taxes, which are applied to specific types of transactions or items (such as gasoline or alcohol); and sales, use and value added taxes, which are applied to a broad class of revenue-producing transactions involving a wide range of goods and services." } } }, "auth_ref": [ "r267" ] }, "onds_ExciseTaxPercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ExciseTaxPercentage", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Excise tax percentage", "documentation": "Percentage of excise tax.", "label": "Excise Tax Percentage" } } }, "auth_ref": [] }, "ecd_ExecutiveCategoryAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ExecutiveCategoryAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Executive Category [Axis]", "terseLabel": "Executive Category:" } } }, "auth_ref": [ "r1029" ] }, "dei_ExhibitsOnly462d": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ExhibitsOnly462d", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Exhibits Only, 462(d)" } } }, "auth_ref": [ "r1062" ] }, "dei_ExhibitsOnly462dFileNumber": { "xbrltype": "fileNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ExhibitsOnly462dFileNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Exhibits Only, 462(d), File Number" } } }, "auth_ref": [ "r1062" ] }, "dei_Extension": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "Extension", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Extension", "documentation": "Extension number for local phone number." } } }, "auth_ref": [] }, "onds_FAAWaiverMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FAAWaiverMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "FAA waiver [Member]", "label": "FAAWaiver Member" } } }, "auth_ref": [] }, "onds_FDICMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FDICMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "FDIC [Member]", "label": "FDICMember" } } }, "auth_ref": [] }, "us-gaap_FairValueAdjustmentOfWarrants": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueAdjustmentOfWarrants", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 10.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Change in fair value of government grant liability", "verboseLabel": "Fair value adjustment to government grant liability assumed from Iron Drone asset purchase", "label": "Fair Value Adjustment of Warrants", "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability." } } }, "auth_ref": [ "r2", "r8" ] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "presentation": [ "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table]", "documentation": "Schedule of information required and determined to be provided for purposes of reconciling beginning and ending balances of fair value measurements of liabilities using significant unobservable inputs (level 3). Separately presenting changes during the period, attributable to: (1) total gains or losses for the period (realized and unrealized) and location reported in the statement of income (or activities); (2) purchases, sales, issuances, and settlements (net); (3) transfers in and/or out of Level 3." } } }, "auth_ref": [ "r11", "r118" ] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Level 3 Government Grant Liability Measured at Fair Value Using Significant Unobservable Inputs", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]", "documentation": "Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability." } } }, "auth_ref": [ "r11", "r118" ] }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueMeasurementPolicyPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value of Financial Instruments", "label": "Fair Value Measurement, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities." } } }, "auth_ref": [] }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPeriodIncreaseDecrease": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetPeriodIncreaseDecrease", "presentation": [ "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Government grant proceeds received, adjusted to fair value", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Period Increase (Decrease)", "documentation": "Amount of increase (decrease) of financial instrument classified as an asset measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing." } } }, "auth_ref": [ "r11" ] }, "us-gaap_FairValueNetAssetLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueNetAssetLiability", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable", "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Balance as of January 24, 2023", "periodEndLabel": "Balance as of December 31, 2023", "terseLabel": "Net Assets Acquired", "label": "Fair Value, Net Asset (Liability)", "documentation": "Fair value of asset after deduction of liability." } } }, "auth_ref": [] }, "us-gaap_FairValueOfAssetsAcquired": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueOfAssetsAcquired", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair value ranging (in Dollars)", "label": "Fair Value of Assets Acquired", "documentation": "The fair value of assets acquired in noncash investing or financing activities." } } }, "auth_ref": [ "r51", "r52", "r53" ] }, "us-gaap_FederalIncomeTaxExpenseBenefitContinuingOperations": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FederalIncomeTaxExpenseBenefitContinuingOperations", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": "us-gaap_FederalStateAndLocalIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "U.S. Federal", "label": "Federal Income Tax Expense (Benefit), Continuing Operations", "documentation": "Amount of current and deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current and deferred national tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r280", "r576" ] }, "onds_FederalIsraeliNetOperatingLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FederalIsraeliNetOperatingLoss", "crdr": "debit", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Federal israeli net operating loss.", "documentation": "Federal israeli net operating loss.", "label": "Federal Israeli Net Operating Loss" } } }, "auth_ref": [] }, "onds_FederalResearchAndDevelopmentCredits": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FederalResearchAndDevelopmentCredits", "crdr": "credit", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Federal research and development credits", "documentation": "Federal research and development credits.", "label": "Federal Research And Development Credits" } } }, "auth_ref": [] }, "us-gaap_FederalStateAndLocalIncomeTaxExpenseBenefitContinuingOperations": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FederalStateAndLocalIncomeTaxExpenseBenefitContinuingOperations", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails", "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total", "terseLabel": "Offset future taxable income", "label": "Federal, State, and Local, Income Tax Expense (Benefit), Continuing Operations", "documentation": "Amount of current and deferred federal, state, and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current and deferred national, regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r1179" ] }, "us-gaap_FiniteLivedCustomerRelationshipsGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedCustomerRelationshipsGross", "crdr": "debit", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Valuation of the customer relationships", "label": "Finite-Lived Customer Relationships, Gross", "documentation": "Gross carrying amount before accumulated amortization as of the balance sheet date to an asset acquired in a business combination representing a favorable existing relationship with customers having a finite beneficial life." } } }, "auth_ref": [ "r174" ] }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetUsefulLife", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Useful Life", "verboseLabel": "Intangible assets with a finite life", "label": "Finite-Lived Intangible Asset, Useful Life", "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [] }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Accumulated Amortization", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life." } } }, "auth_ref": [ "r250", "r400" ] }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable": { "parentTag": "us-gaap_IntangibleAssetsNetExcludingGoodwill", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable" ], "lang": { "en-us": { "role": { "terseLabel": "Thereafter", "label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Five", "documentation": "Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [] }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable": { "parentTag": "us-gaap_IntangibleAssetsNetExcludingGoodwill", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable" ], "lang": { "en-us": { "role": { "terseLabel": "2024", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r175" ] }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable": { "parentTag": "us-gaap_IntangibleAssetsNetExcludingGoodwill", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable" ], "lang": { "en-us": { "role": { "terseLabel": "2028", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r175" ] }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable": { "parentTag": "us-gaap_IntangibleAssetsNetExcludingGoodwill", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable" ], "lang": { "en-us": { "role": { "terseLabel": "2027", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r175" ] }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable": { "parentTag": "us-gaap_IntangibleAssetsNetExcludingGoodwill", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable" ], "lang": { "en-us": { "role": { "terseLabel": "2026", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r175" ] }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable": { "parentTag": "us-gaap_IntangibleAssetsNetExcludingGoodwill", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable" ], "lang": { "en-us": { "role": { "terseLabel": "2025", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r175" ] }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "documentation": "Information by major type or class of finite-lived intangible assets." } } }, "auth_ref": [ "r398", "r399", "r400", "r401", "r687", "r691" ] }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsGross", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Gross Carrying Amount", "label": "Finite-Lived Intangible Assets, Gross", "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life." } } }, "auth_ref": [ "r174", "r691" ] }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsLineItems", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails", "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Intangible Assets [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r687" ] }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company." } } }, "auth_ref": [ "r71", "r73" ] }, "onds_FloorPricePerShares": { "xbrltype": "perShareItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FloorPricePerShares", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Floor price (in Dollars per share)", "documentation": "Floor price per shares.", "label": "Floor Price Per Shares" } } }, "auth_ref": [] }, "us-gaap_ForeignCurrencyTransactionGainLossBeforeTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ForeignCurrencyTransactionGainLossBeforeTax", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Foreign exchange loss, net", "label": "Gain (Loss), Foreign Currency Transaction, before Tax", "documentation": "Amount, before tax, of realized and unrealized gain (loss) from foreign currency transaction." } } }, "auth_ref": [ "r641", "r642", "r643", "r644", "r843" ] }, "ecd_ForgoneRecoveryDueToDisqualificationOfTaxBenefitsAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryDueToDisqualificationOfTaxBenefitsAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Forgone Recovery due to Disqualification of Tax Benefits, Amount", "terseLabel": "Forgone Recovery due to Disqualification of Tax Benefits, Amount" } } }, "auth_ref": [ "r982", "r994", "r1010", "r1038" ] }, "ecd_ForgoneRecoveryDueToExpenseOfEnforcementAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryDueToExpenseOfEnforcementAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Forgone Recovery due to Expense of Enforcement, Amount", "terseLabel": "Forgone Recovery due to Expense of Enforcement, Amount" } } }, "auth_ref": [ "r982", "r994", "r1010", "r1038" ] }, "ecd_ForgoneRecoveryDueToViolationOfHomeCountryLawAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryDueToViolationOfHomeCountryLawAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Forgone Recovery due to Violation of Home Country Law, Amount", "terseLabel": "Forgone Recovery due to Violation of Home Country Law, Amount" } } }, "auth_ref": [ "r982", "r994", "r1010", "r1038" ] }, "ecd_ForgoneRecoveryExplanationOfImpracticabilityTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryExplanationOfImpracticabilityTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Forgone Recovery, Explanation of Impracticability [Text Block]", "terseLabel": "Forgone Recovery, Explanation of Impracticability" } } }, "auth_ref": [ "r982", "r994", "r1010", "r1038" ] }, "ecd_ForgoneRecoveryIndName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryIndName", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Forgone Recovery, Individual Name", "terseLabel": "Name" } } }, "auth_ref": [ "r982", "r994", "r1010", "r1038" ] }, "dei_FormerAddressMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "FormerAddressMember", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Former Address [Member]", "documentation": "Former address for entity" } } }, "auth_ref": [ "r972", "r997" ] }, "dei_FormerFiscalYearEndDate": { "xbrltype": "gMonthDayItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "FormerFiscalYearEndDate", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Former Fiscal Year End Date", "documentation": "Former end date of previous fiscal years" } } }, "auth_ref": [] }, "us-gaap_FurnitureAndFixturesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FurnitureAndFixturesMember", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Furniture and fixtures [Member]", "verboseLabel": "Furniture and Fixtures [Member]", "label": "Furniture and Fixtures [Member]", "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases." } } }, "auth_ref": [] }, "onds_FutureMinimumPaymentsReceivable": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FutureMinimumPaymentsReceivable", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total", "documentation": "Future minimum rental payments in aggregate as of the balance sheet date under operating leases.", "label": "Future Minimum Payments Receivable" } } }, "auth_ref": [] }, "onds_FutureMinimumPaymentsReceivableInFiveYears": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FutureMinimumPaymentsReceivableInFiveYears", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": "onds_TotalFutureMinimumLeasePayments", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "terseLabel": "2027", "documentation": "Future rental payments receivable within the fifth year from the balance sheet date under an operating lease.", "label": "Future Minimum Payments Receivable In Five Years" } } }, "auth_ref": [] }, "onds_FutureMinimumPaymentsReceivableInFourYears": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FutureMinimumPaymentsReceivableInFourYears", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": "onds_TotalFutureMinimumLeasePayments", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "terseLabel": "2026", "documentation": "Future rental payments receivable within the fourth year from the balance sheet date under an operating lease.", "label": "Future Minimum Payments Receivable In Four Years" } } }, "auth_ref": [] }, "onds_FutureMinimumPaymentsReceivableInSevenYears": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FutureMinimumPaymentsReceivableInSevenYears", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": "onds_TotalFutureMinimumLeasePayments", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "terseLabel": "2028", "documentation": "Future rental payments receivable within the fourth year from the balance sheet date under an operating lease.", "label": "Future Minimum Payments Receivable In Seven Years" } } }, "auth_ref": [] }, "onds_FutureMinimumPaymentsReceivableInThreeYears": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FutureMinimumPaymentsReceivableInThreeYears", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": "onds_TotalFutureMinimumLeasePayments", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "terseLabel": "2025", "documentation": "Future rental payments receivable within the third year from the balance sheet date under an operating lease.", "label": "Future Minimum Payments Receivable In Three Years" } } }, "auth_ref": [] }, "onds_FutureMinimumPaymentsReceivableInTwoYears": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FutureMinimumPaymentsReceivableInTwoYears", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": "onds_TotalFutureMinimumLeasePayments", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "terseLabel": "2024", "documentation": "Future rental payments receivable within the second year from the balance sheet date under an operating lease.", "label": "Future Minimum Payments Receivable In Two Years" } } }, "auth_ref": [] }, "onds_FutureMinimumPaymentsReceivableThereafter": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FutureMinimumPaymentsReceivableThereafter", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": "onds_TotalFutureMinimumLeasePayments", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Thereafter", "documentation": "Future minimum lease payments receivable under operating leases for periods greater than five years following the balance sheet date.", "label": "Future Minimum Payments Receivable Thereafter" } } }, "auth_ref": [] }, "onds_FutureSalesPercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "FutureSalesPercentage", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Future sales percentage", "documentation": "Future sales percentage.", "label": "Future Sales Percentage" } } }, "auth_ref": [] }, "country_GB": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/country/2023", "localname": "GB", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "United Kingdom [Member]", "label": "UNITED KINGDOM" } } }, "auth_ref": [] }, "us-gaap_GainLossOnDispositionOfAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GainLossOnDispositionOfAssets", "crdr": "credit", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Disposal of computer equipment", "label": "Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property", "documentation": "Amount of gain (loss) on sale or disposal of property, plant and equipment assets, excluding oil and gas property and timber property." } } }, "auth_ref": [ "r1098", "r1130", "r1132" ] }, "us-gaap_GainLossOnInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GainLossOnInvestments", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 16.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Impairment of long-term equity investment", "label": "Gain (Loss) on Investments", "documentation": "Amount of realized and unrealized gain (loss) on investment." } } }, "auth_ref": [ "r160", "r1068" ] }, "us-gaap_GainLossOnPriceRiskDerivativesNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GainLossOnPriceRiskDerivativesNet", "crdr": "credit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate offering price (in Dollars)", "label": "Gain (Loss) on Price Risk Derivatives, Net", "documentation": "The aggregate net gain (loss) on price risk derivatives included in earnings in the period." } } }, "auth_ref": [ "r111", "r113" ] }, "us-gaap_GainLossOnSaleOfPropertyPlantEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GainLossOnSaleOfPropertyPlantEquipment", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 17.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Impairment of property and equipment", "label": "Gain (Loss) on Disposition of Property Plant Equipment", "documentation": "Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property." } } }, "auth_ref": [ "r8" ] }, "onds_GeneralAndAdministrative": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GeneralAndAdministrative", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable" ], "lang": { "en-us": { "role": { "terseLabel": "General and administrative", "documentation": "The amount of general and administrative.", "label": "General And Administrative" } } }, "auth_ref": [] }, "us-gaap_GeneralAndAdministrativeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GeneralAndAdministrativeExpense", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "General and administration", "label": "General and Administrative Expense", "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line." } } }, "auth_ref": [ "r158", "r826" ] }, "us-gaap_Goodwill": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Goodwill", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofCarryingAmountofGoodwillTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Balance at Beginning", "periodEndLabel": "Balance at Ending", "terseLabel": "Goodwill, net of accumulated impairment charges", "label": "Goodwill", "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized." } } }, "auth_ref": [ "r249", "r385", "r704", "r917", "r944", "r1119", "r1126" ] }, "us-gaap_GoodwillAcquiredDuringPeriod": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GoodwillAcquiredDuringPeriod", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofCarryingAmountofGoodwillTable", "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Government grant liability assumed from Iron Drone asset purchase", "verboseLabel": "Goodwill acquired", "label": "Goodwill, Acquired During Period", "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination." } } }, "auth_ref": [ "r389", "r917" ] }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "lang": { "en-us": { "role": { "label": "Intangible Assets [Abstract]" } } }, "auth_ref": [] }, "us-gaap_GoodwillAndIntangibleAssetsGoodwillPolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GoodwillAndIntangibleAssetsGoodwillPolicy", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Goodwill and Intangible Assets", "label": "Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for goodwill. This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined." } } }, "auth_ref": [ "r384", "r396", "r917" ] }, "us-gaap_GoodwillFairValueDisclosure": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GoodwillFairValueDisclosure", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Goodwill", "label": "Goodwill, Fair Value Disclosure", "documentation": "Fair value portion of asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized." } } }, "auth_ref": [ "r1182" ] }, "us-gaap_GoodwillImpairmentLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GoodwillImpairmentLoss", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ScheduleofCarryingAmountofGoodwillTable", "http://www.onds.com/role/ScheduleofSegmentInformationTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Goodwill impairment", "negatedLabel": "Impairment loss", "verboseLabel": "Impairment of goodwill", "label": "Goodwill, Impairment Loss", "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized." } } }, "auth_ref": [ "r8", "r386", "r392", "r396", "r917" ] }, "us-gaap_GoodwillTransfers": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GoodwillTransfers", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Goodwill", "label": "Goodwill, Transfers", "documentation": "Amount of transfers into (out of) an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized." } } }, "auth_ref": [ "r1125" ] }, "onds_GoodwillandBusinessAcquisitionDetailsScheduleofConsiderationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GoodwillandBusinessAcquisitionDetailsScheduleofConsiderationLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "label": "Goodwill and Business Acquisition (Details) - Schedule of Consideration [Line Items]" } } }, "auth_ref": [] }, "onds_GoodwillandBusinessAcquisitionDetailsScheduleofConsiderationParentheticalsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GoodwillandBusinessAcquisitionDetailsScheduleofConsiderationParentheticalsLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals" ], "lang": { "en-us": { "role": { "label": "Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) [Line Items]" } } }, "auth_ref": [] }, "onds_GoodwillandBusinessAcquisitionDetailsScheduleofConsiderationParentheticalsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GoodwillandBusinessAcquisitionDetailsScheduleofConsiderationParentheticalsTable", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals" ], "lang": { "en-us": { "role": { "label": "Goodwill and Business Acquisition (Details) - Schedule of Consideration (Parentheticals) [Table]" } } }, "auth_ref": [] }, "onds_GoodwillandBusinessAcquisitionDetailsScheduleofConsiderationTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GoodwillandBusinessAcquisitionDetailsScheduleofConsiderationTable", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "label": "Goodwill and Business Acquisition (Details) - Schedule of Consideration [Table]" } } }, "auth_ref": [] }, "onds_GovernmentGranLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GovernmentGranLiability", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Government grant liability", "documentation": "Government grant liability.", "label": "Government Gran Liability" } } }, "auth_ref": [] }, "onds_GovernmentGrantLiabilityMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GovernmentGrantLiabilityMember", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Government Grant Liability [Member]", "label": "Government Grant Liability Member" } } }, "auth_ref": [] }, "onds_GovernmentGrantLiabilityNetOfCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GovernmentGrantLiabilityNetOfCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Government grant liability net of current", "documentation": "Government grant liability, net of current\r \n.", "label": "Government Grant Liability Net Of Current" } } }, "auth_ref": [] }, "onds_GovernmentGrantsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GovernmentGrantsPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Government Grants", "documentation": "Accounting policy for government grants.", "label": "Government Grants Policy Text Block" } } }, "auth_ref": [] }, "us-gaap_GovernmentMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GovernmentMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Government Grants [Member]", "label": "Government [Member]", "documentation": "Organization that is the governing authority of a community." } } }, "auth_ref": [] }, "onds_GrantsInterestRate": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GrantsInterestRate", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Grants interest rate", "documentation": "Grants interest rate.", "label": "Grants Interest Rate" } } }, "auth_ref": [] }, "onds_GrossProceeds": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "GrossProceeds", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Gross proceeds", "documentation": "Gross proceeds.", "label": "Gross Proceeds" } } }, "auth_ref": [] }, "us-gaap_GrossProfit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GrossProfit", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "totalLabel": "Gross profit", "label": "Gross Profit", "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity." } } }, "auth_ref": [ "r156", "r279", "r320", "r340", "r346", "r349", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r636", "r912", "r1138" ] }, "country_IL": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/country/2023", "localname": "IL", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails", "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Israel [Member]", "label": "ISRAEL" } } }, "auth_ref": [] }, "country_IN": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/country/2023", "localname": "IN", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "India [Member]", "label": "INDIA" } } }, "auth_ref": [] }, "dei_IcfrAuditorAttestationFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "IcfrAuditorAttestationFlag", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag" } } }, "auth_ref": [ "r970", "r973", "r986" ] }, "us-gaap_ImpairmentChargeOnReclassifiedAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ImpairmentChargeOnReclassifiedAssets", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment charge", "label": "Impairment Charge on Reclassified Assets", "documentation": "For the asset that is reclassified back to held and used from held-for-sale, the amount of impairment charge that is recognized on the reclassification date." } } }, "auth_ref": [ "r75", "r77" ] }, "us-gaap_ImpairmentOfIntangibleAssetsFinitelived": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ImpairmentOfIntangibleAssetsFinitelived", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 8.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment of goodwill", "label": "Impairment of Intangible Assets, Finite-Lived", "documentation": "The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of a finite-lived intangible asset to fair value." } } }, "auth_ref": [ "r1098", "r1129" ] }, "us-gaap_ImpairmentOfLeasehold": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ImpairmentOfLeasehold", "crdr": "debit", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment amount", "label": "Impairment of Leasehold", "documentation": "The adjustment to reduce the value of existing agreements that specify the lessee's rights to use the leased property. This expense is charged when the estimates of future profits generated by the leased property are reduced." } } }, "auth_ref": [ "r8", "r76" ] }, "us-gaap_ImpairmentOfLongLivedAssetsHeldForUse": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ImpairmentOfLongLivedAssetsHeldForUse", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 9.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment of right of use asset and leasehold improvements", "label": "Impairment, Long-Lived Asset, Held-for-Use", "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale)." } } }, "auth_ref": [ "r8", "r76", "r179" ] }, "us-gaap_ImpairmentOfLongLivedAssetsToBeDisposedOf": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ImpairmentOfLongLivedAssetsToBeDisposedOf", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment of long lived assets", "label": "Impairment of Long-Lived Assets to be Disposed of", "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long-lived assets held for abandonment, exchange or sale." } } }, "auth_ref": [ "r8", "r177" ] }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment of Long-Lived Assets", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets." } } }, "auth_ref": [ "r0", "r180" ] }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "totalLabel": "Loss before income taxes", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest." } } }, "auth_ref": [ "r1", "r151", "r201", "r320", "r340", "r346", "r349", "r707", "r721", "r912" ] }, "us-gaap_IncomeLossFromEquityMethodInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeLossFromEquityMethodInvestments", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OperatingExpenses", "weight": -1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "negatedLabel": "Long-term equity investment impairment", "label": "Income (Loss) from Equity Method Investments", "documentation": "Amount of income (loss) for proportionate share of equity method investee's income (loss)." } } }, "auth_ref": [ "r8", "r152", "r200", "r327", "r363", "r720" ] }, "us-gaap_IncomeStatementAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeStatementAbstract", "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncomeTaxDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxDisclosureAbstract", "lang": { "en-us": { "role": { "label": "Income Taxes [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncomeTaxDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/IncomeTaxes" ], "lang": { "en-us": { "role": { "terseLabel": "INCOME TAXES", "label": "Income Tax Disclosure [Text Block]", "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information." } } }, "auth_ref": [ "r281", "r573", "r578", "r579", "r584", "r590", "r593", "r594", "r595", "r766" ] }, "us-gaap_IncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Provision for income taxes", "verboseLabel": "Benefit from income taxes", "label": "Income Tax Expense (Benefit)", "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations." } } }, "auth_ref": [ "r211", "r223", "r297", "r298", "r328", "r576", "r591", "r726" ] }, "us-gaap_IncomeTaxExpenseBenefitContinuingOperationsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxExpenseBenefitContinuingOperationsAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Total", "label": "Income Tax Expense (Benefit), Continuing Operations [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncomeTaxPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Income Taxes", "label": "Income Tax, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements." } } }, "auth_ref": [ "r262", "r574", "r575", "r579", "r580", "r583", "r585", "r760" ] }, "onds_IncomeTaxesDetailsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "IncomeTaxesDetailsLineItems", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "lang": { "en-us": { "role": { "label": "Income Taxes (Details) [Line Items]" } } }, "auth_ref": [] }, "onds_IncomeTaxesDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "IncomeTaxesDetailsTable", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "lang": { "en-us": { "role": { "label": "Income Taxes (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_IncomeTaxesPaid": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxesPaid", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Cash paid for income taxes", "label": "Income Taxes Paid", "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income." } } }, "auth_ref": [ "r47", "r50" ] }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInAccountsPayable", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 12.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts payable", "label": "Increase (Decrease) in Accounts Payable", "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business." } } }, "auth_ref": [ "r7" ] }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInAccountsReceivable", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 18.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Accounts receivable", "label": "Increase (Decrease) in Accounts Receivable", "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services." } } }, "auth_ref": [ "r7" ] }, "us-gaap_IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 15.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued expenses and other current liabilities", "label": "Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities", "documentation": "Amount of increase (decrease) in accrued expenses, and obligations classified as other." } } }, "auth_ref": [ "r1097" ] }, "us-gaap_IncreaseDecreaseInDeferredRevenue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInDeferredRevenue", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 13.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred revenue", "label": "Increase (Decrease) in Deferred Revenue", "documentation": "Amount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable." } } }, "auth_ref": [ "r898" ] }, "us-gaap_IncreaseDecreaseInDepositOtherAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInDepositOtherAssets", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 21.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Deposits and other assets", "label": "Increase (Decrease) in Deposit Assets", "documentation": "The increase (decrease) during the reporting period in moneys or securities given as security including, but not limited to, contract, escrow, or earnest money deposits, retainage (if applicable), deposits with clearing organizations and others, collateral, or margin deposits." } } }, "auth_ref": [ "r7" ] }, "us-gaap_IncreaseDecreaseInInventories": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInInventories", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 19.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Inventory", "label": "Increase (Decrease) in Inventories", "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities." } } }, "auth_ref": [ "r7" ] }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Changes in operating assets and liabilities:", "label": "Increase (Decrease) in Operating Capital [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncreaseDecreaseInOperatingLeaseLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInOperatingLeaseLiability", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 14.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Operating lease liability", "label": "Increase (Decrease) in Operating Lease Liability", "documentation": "Amount of increase (decrease) in obligation for operating lease." } } }, "auth_ref": [ "r1077", "r1097" ] }, "us-gaap_IncreaseDecreaseInOtherCurrentAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInOtherCurrentAssets", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 20.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Other current assets", "label": "Increase (Decrease) in Other Current Assets", "documentation": "Amount of increase (decrease) in current assets classified as other." } } }, "auth_ref": [ "r1097" ] }, "ecd_IndividualAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "IndividualAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure", "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure", "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements", "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Individual [Axis]", "terseLabel": "Individual:" } } }, "auth_ref": [ "r985", "r994", "r1010", "r1029", "r1038", "r1042", "r1050" ] }, "onds_InitialInvestmentsPeriod": { "xbrltype": "durationItemType", "nsuri": "http://www.onds.com/20231231", "localname": "InitialInvestmentsPeriod", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Initial investment period", "documentation": "Initial investments period.", "label": "Initial Investments Period" } } }, "auth_ref": [] }, "onds_InitialWarrantsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "InitialWarrantsMember", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Initial Warrants [Member]", "label": "Initial Warrants Member" } } }, "auth_ref": [] }, "ecd_InsiderTradingArrLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "InsiderTradingArrLineItems", "lang": { "en-us": { "role": { "label": "Insider Trading Arrangements [Line Items]", "terseLabel": "Insider Trading Arrangements:" } } }, "auth_ref": [ "r1048" ] }, "ecd_InsiderTradingPoliciesProcLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "InsiderTradingPoliciesProcLineItems", "lang": { "en-us": { "role": { "label": "Insider Trading Policies and Procedures [Line Items]", "terseLabel": "Insider Trading Policies and Procedures:" } } }, "auth_ref": [ "r974", "r1054" ] }, "ecd_InsiderTrdPoliciesProcAdoptedFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "InsiderTrdPoliciesProcAdoptedFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingPoliciesProc" ], "lang": { "en-us": { "role": { "label": "Insider Trading Policies and Procedures Adopted [Flag]", "terseLabel": "Insider Trading Policies and Procedures Adopted" } } }, "auth_ref": [ "r974", "r1054" ] }, "ecd_InsiderTrdPoliciesProcNotAdoptedTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "InsiderTrdPoliciesProcNotAdoptedTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingPoliciesProc" ], "lang": { "en-us": { "role": { "label": "Insider Trading Policies and Procedures Not Adopted [Text Block]", "terseLabel": "Insider Trading Policies and Procedures Not Adopted" } } }, "auth_ref": [ "r974", "r1054" ] }, "onds_InsuredLimitAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "InsuredLimitAmount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Insured limit amount", "documentation": "Insured limit amount.", "label": "Insured Limit Amount" } } }, "auth_ref": [] }, "onds_IntangibleAssetsDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "IntangibleAssetsDetailsTable", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Intangible Assets (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_IntangibleAssetsDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IntangibleAssetsDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/IntangibleAssets" ], "lang": { "en-us": { "role": { "terseLabel": "INTANGIBLE ASSETS", "label": "Intangible Assets Disclosure [Text Block]", "documentation": "The entire disclosure for all or part of the information related to intangible assets." } } }, "auth_ref": [ "r397" ] }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IntangibleAssetsNetExcludingGoodwill", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0, "order": 2.0 }, "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/ScheduleofEstimatedAmortizationExpenseTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total", "terseLabel": "Intangible assets, net", "verboseLabel": "Net Carrying Amount", "label": "Intangible Assets, Net (Excluding Goodwill)", "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges." } } }, "auth_ref": [ "r69", "r72" ] }, "us-gaap_InterestExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestExpense", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "negatedLabel": "Interest expense", "label": "Interest Expense", "documentation": "Amount of the cost of borrowed funds accounted for as interest expense." } } }, "auth_ref": [ "r123", "r205", "r266", "r324", "r654", "r830", "r955", "r1213" ] }, "us-gaap_InterestExpenseCapitalSecurities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestExpenseCapitalSecurities", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Recognized interest expense", "label": "Interest Expense, Capital Securities", "documentation": "Interest expense incurred during the reporting period on capital securities issued by the reporting entity." } } }, "auth_ref": [ "r204" ] }, "us-gaap_InterestExpenseDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestExpenseDebt", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Interest Expense, Debt (in Dollars)", "label": "Interest Expense, Debt", "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt." } } }, "auth_ref": [ "r161", "r436", "r441", "r922", "r923" ] }, "us-gaap_InterestExpenseDebtExcludingAmortization": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestExpenseDebtExcludingAmortization", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Interest Expense, Debt, Excluding Amortization", "label": "Interest Expense, Debt, Excluding Amortization", "documentation": "Represents the portion of interest incurred in the period on debt arrangements that was charged against earnings, excluding amortization of debt discount (premium) and financing costs." } } }, "auth_ref": [ "r163", "r437", "r922", "r923" ] }, "us-gaap_InterestExpenseOnPrepetitionLiabilitiesRecognizedInStatementOfOperations": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestExpenseOnPrepetitionLiabilitiesRecognizedInStatementOfOperations", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Recognized interest expense", "label": "Interest Expense on Prepetition Liabilities Recognized in Statement of Operations", "documentation": "The amount of interest expense on prepetition obligations included in the statement of operations." } } }, "auth_ref": [ "r1190" ] }, "us-gaap_InterestExpenseOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestExpenseOther", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Interest expense", "label": "Interest Expense, Other", "documentation": "Amount of interest expense classified as other." } } }, "auth_ref": [] }, "onds_InterestExpenses": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "InterestExpenses", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Interest expense", "documentation": "Amount of Interest expense.", "label": "Interest Expenses" } } }, "auth_ref": [] }, "us-gaap_InterestIncomeOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestIncomeOther", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Interest income", "label": "Interest Income, Other", "documentation": "Amount of interest income earned from interest bearing assets classified as other." } } }, "auth_ref": [] }, "us-gaap_InterestIncomeSecuritiesTaxable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestIncomeSecuritiesTaxable", "crdr": "credit", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Future taxable income", "label": "Interest Income, Securities, Operating, Taxable", "documentation": "Amount of operating interest income, including amortization and accretion of premiums and discounts, on securities subject to state, federal and other income tax." } } }, "auth_ref": [ "r203", "r224", "r225" ] }, "us-gaap_InterestPaidNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestPaidNet", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Cash paid for interest", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount." } } }, "auth_ref": [ "r271", "r274", "r275" ] }, "us-gaap_InternalUseSoftwarePolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InternalUseSoftwarePolicy", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Software", "label": "Internal Use Software, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for costs incurred when both (1) the software is acquired, internally developed, or modified solely to meet the entity's internal needs, and (2) during the software's development or modification, no substantive plan exists or is being developed to market the software externally." } } }, "auth_ref": [ "r3", "r4" ] }, "us-gaap_InventoryAdjustments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InventoryAdjustments", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofInventoryTable": { "parentTag": "us-gaap_InventoryNet", "weight": -1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofInventoryTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Less Inventory Reserves", "label": "Inventory Adjustments", "documentation": "Amount of inventory reserves for last-in first-out (LIFO) and other inventory valuation methods." } } }, "auth_ref": [ "r66", "r1094" ] }, "us-gaap_InventoryFinishedGoods": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InventoryFinishedGoods", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofInventoryTable": { "parentTag": "us-gaap_InventoryNet", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofInventoryTable" ], "lang": { "en-us": { "role": { "terseLabel": "Finished Goods", "label": "Inventory, Finished Goods, Gross", "documentation": "Amount before valuation and LIFO reserves of completed merchandise or goods expected to be sold within one year or operating cycle, if longer." } } }, "auth_ref": [ "r1092" ] }, "us-gaap_InventoryNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InventoryNet", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 4.0 }, "http://www.onds.com/role/ScheduleofInventoryTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofInventoryTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total Inventory, Net", "terseLabel": "Inventory, net", "label": "Inventory, Net", "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer." } } }, "auth_ref": [ "r257", "r902", "r944" ] }, "us-gaap_InventoryPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InventoryPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Inventory", "label": "Inventory, Policy [Policy Text Block]", "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost." } } }, "auth_ref": [ "r213", "r245", "r256", "r379", "r380", "r381", "r685", "r908" ] }, "us-gaap_InventoryRawMaterials": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InventoryRawMaterials", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofInventoryTable": { "parentTag": "us-gaap_InventoryNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofInventoryTable" ], "lang": { "en-us": { "role": { "terseLabel": "Raw Material", "label": "Inventory, Raw Materials, Gross", "documentation": "Amount before valuation and LIFO reserves of raw materials expected to be sold, or consumed within one year or operating cycle, if longer." } } }, "auth_ref": [ "r1093" ] }, "us-gaap_InventorySuppliesNetOfReserves": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InventorySuppliesNetOfReserves", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Reserves", "label": "Inventory, Supplies, Net of Reserves", "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of products used directly or indirectly in the manufacturing or production process, which may or may not become part of the final product. May also include items used in the storage, presentation or transportation of physical goods." } } }, "auth_ref": [ "r67", "r906" ] }, "us-gaap_InventoryWorkInProcessNetOfReserves": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InventoryWorkInProcessNetOfReserves", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofInventoryTable": { "parentTag": "us-gaap_InventoryNet", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofInventoryTable", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Work in Process", "verboseLabel": "Networks purchasers", "label": "Inventory, Work in Process, Net of Reserves", "documentation": "Carrying amount, net of reserves and adjustments, as of the balance sheet date of merchandise or goods which are partially completed. This inventory is generally comprised of raw materials, labor and factory overhead costs, which require further materials, labor and overhead to be converted into finished goods, and which generally require the use of estimates to determine percentage complete and pricing." } } }, "auth_ref": [ "r173", "r905" ] }, "dei_InvestmentCompanyActFileNumber": { "xbrltype": "fileNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "InvestmentCompanyActFileNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Investment Company Act File Number" } } }, "auth_ref": [ "r999", "r1000", "r1001", "r1002" ] }, "dei_InvestmentCompanyActRegistration": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "InvestmentCompanyActRegistration", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Investment Company Act Registration" } } }, "auth_ref": [ "r1015" ] }, "dei_InvestmentCompanyRegistrationAmendment": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "InvestmentCompanyRegistrationAmendment", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Investment Company Registration Amendment" } } }, "auth_ref": [ "r1015" ] }, "dei_InvestmentCompanyRegistrationAmendmentNumber": { "xbrltype": "sequenceNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "InvestmentCompanyRegistrationAmendmentNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Investment Company Registration Amendment Number" } } }, "auth_ref": [ "r1015" ] }, "us-gaap_InvestmentIncomeInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InvestmentIncomeInterest", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Interest income", "label": "Investment Income, Interest", "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities." } } }, "auth_ref": [ "r159", "r323" ] }, "us-gaap_InvestmentOwnedBalanceShares": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InvestmentOwnedBalanceShares", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Investment shares (in Shares)", "label": "Investment Owned, Balance, Shares", "documentation": "Number of shares of investment owned." } } }, "auth_ref": [ "r784", "r789", "r856", "r864", "r873", "r949" ] }, "us-gaap_InvestmentTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InvestmentTextBlock", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestment" ], "lang": { "en-us": { "role": { "terseLabel": "LONG-TERM EQUITY INVESTMENT", "label": "Investment [Text Block]", "documentation": "The entire disclosure for investment." } } }, "auth_ref": [ "r1081", "r1082", "r1112" ] }, "us-gaap_InvestmentsInAndAdvancesToAffiliatesLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InvestmentsInAndAdvancesToAffiliatesLineItems", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "label": "Long-Term Equity Investment [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "onds_IssuanceOfShareInConnectionWithAcquisition": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "IssuanceOfShareInConnectionWithAcquisition", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares in connection with acquisition of Airobotics, Ltd. (in Shares)", "documentation": "Issuance of shares in connection with acquisition.", "label": "Issuance Of Share In Connection With Acquisition" } } }, "auth_ref": [] }, "onds_IssuanceOfSharesInConnectionWithAcquisitionOfAiroboticsLtd": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "IssuanceOfSharesInConnectionWithAcquisitionOfAiroboticsLtd", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares in connection with acquisition of Airobotics, Ltd.", "documentation": "Issuance of shares in connection with acquisition of Airobotics, Ltd.", "label": "Issuance Of Shares In Connection With Acquisition Of Airobotics Ltd" } } }, "auth_ref": [] }, "us-gaap_LeaseCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LeaseCost", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofLeaseCostsTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofLeaseCostsTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total lease costs", "label": "Lease, Cost", "documentation": "Amount of lease cost recognized by lessee for lease contract." } } }, "auth_ref": [ "r664", "r943" ] }, "us-gaap_LeaseCostTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LeaseCostTableTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Other Leases Information", "label": "Lease, Cost [Table Text Block]", "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income." } } }, "auth_ref": [ "r1184" ] }, "onds_LeaseImputedInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "LeaseImputedInterest", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": "onds_FutureMinimumPaymentsReceivable", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Lease imputed interest", "documentation": "Lease imputed interest.", "label": "Lease Imputed Interest" } } }, "auth_ref": [] }, "us-gaap_LeaseholdImprovementsGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LeaseholdImprovementsGross", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Leasehold improvements", "label": "Leasehold Improvements, Gross", "documentation": "Amount before accumulated depreciation of additions or improvements to assets held under a lease arrangement." } } }, "auth_ref": [ "r178" ] }, "us-gaap_LeaseholdImprovementsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LeaseholdImprovementsMember", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "terseLabel": "Leasehold improvements [Member]", "label": "Leasehold Improvements [Member]", "documentation": "Additions or improvements to assets held under a lease arrangement." } } }, "auth_ref": [ "r178" ] }, "dei_LegalEntityAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "LegalEntityAxis", "presentation": [ "http://xbrl.sec.gov/dei/role/document/AuditInformation", "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Legal Entity [Axis]", "documentation": "The set of legal entities associated with a report." } } }, "auth_ref": [] }, "dei_LegalEntityIdentifier": { "xbrltype": "legalEntityIdentifierItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "LegalEntityIdentifier", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Legal Entity Identifier", "documentation": "A globally unique ISO 17442 value to identify entities, commonly abbreviated as LEI." } } }, "auth_ref": [ "r958" ] }, "us-gaap_LegalEntityTypeOfCounterpartyDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LegalEntityTypeOfCounterpartyDomain", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Legal Entity Type of Counterparty [Domain]", "documentation": "Nature of the other party participating in a financial transaction." } } }, "auth_ref": [] }, "us-gaap_LesseeLeasesPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LesseeLeasesPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Leases", "label": "Lessee, Leases [Policy Text Block]", "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee." } } }, "auth_ref": [ "r663" ] }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Future Lease Payments", "label": "Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]", "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position." } } }, "auth_ref": [ "r1185" ] }, "us-gaap_Liabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Liabilities", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "totalLabel": "Total liabilities", "label": "Liabilities", "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future." } } }, "auth_ref": [ "r30", "r279", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r605", "r608", "r609", "r636", "r799", "r911", "r957", "r1138", "r1191", "r1192" ] }, "us-gaap_LiabilitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Liabilities:", "label": "Liabilities [Abstract] [Standard Label]" } } }, "auth_ref": [] }, "us-gaap_LiabilitiesAndStockholdersEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesAndStockholdersEquity", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "totalLabel": "Total liabilities and stockholders\u2019 equity", "label": "Liabilities and Equity", "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any." } } }, "auth_ref": [ "r146", "r199", "r716", "r944", "r1102", "r1115", "r1183" ] }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesAndStockholdersEquityAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS\u2019 EQUITY", "label": "Liabilities and Equity [Abstract]" } } }, "auth_ref": [] }, "us-gaap_LiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_Liabilities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "totalLabel": "Total current liabilities", "label": "Liabilities, Current", "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer." } } }, "auth_ref": [ "r32", "r244", "r279", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r605", "r608", "r609", "r636", "r944", "r1138", "r1191", "r1192" ] }, "us-gaap_LiabilitiesCurrentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesCurrentAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Current Liabilities:", "label": "Liabilities, Current [Abstract]" } } }, "auth_ref": [] }, "us-gaap_LiabilitiesNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesNoncurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_Liabilities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "totalLabel": "Total long-term liabilities", "label": "Liabilities, Noncurrent", "documentation": "Amount of obligation due after one year or beyond the normal operating cycle, if longer." } } }, "auth_ref": [ "r19", "r134", "r135", "r136", "r139", "r279", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r605", "r608", "r609", "r636", "r1138", "r1191", "r1192" ] }, "us-gaap_LiabilitiesNoncurrentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesNoncurrentAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Long-Term Liabilities:", "label": "Liabilities, Noncurrent [Abstract]" } } }, "auth_ref": [] }, "us-gaap_LicenseMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LicenseMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Licenses [Member]", "label": "License [Member]", "documentation": "Right to use intangible asset. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark." } } }, "auth_ref": [ "r1145" ] }, "dei_LocalPhoneNumber": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "LocalPhoneNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Local Phone Number", "documentation": "Local phone number for entity." } } }, "auth_ref": [] }, "onds_LondonInterbankOfferedRate": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "LondonInterbankOfferedRate", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "LIBOR interest", "documentation": "The amount of london interbank offered rate amount.", "label": "London Interbank Offered Rate" } } }, "auth_ref": [] }, "us-gaap_LongTermDebtPercentageBearingFixedInterestRate": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongTermDebtPercentageBearingFixedInterestRate", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Bearing interest rate", "label": "Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate", "documentation": "The interest rate applicable to the portion of the carrying amount of long-term borrowings outstanding as of the balance sheet date, including current maturities, which accrues interest at a set, unchanging rate." } } }, "auth_ref": [ "r33" ] }, "us-gaap_LongTermDebtTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongTermDebtTextBlock", "presentation": [ "http://www.onds.com/role/LongTermNotesPayable" ], "lang": { "en-us": { "role": { "terseLabel": "LONG-TERM NOTES PAYABLE", "label": "Long-Term Debt [Text Block]", "documentation": "The entire disclosure for long-term debt." } } }, "auth_ref": [ "r182" ] }, "onds_LongTermEquityInvestmentDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "LongTermEquityInvestmentDetailsTable", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "label": "Long-Term Equity Investment (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_LongTermInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongTermInvestments", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Long-term equity investment", "label": "Long-Term Investments", "documentation": "The total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle)." } } }, "auth_ref": [ "r246" ] }, "onds_LongTermNotesPayableDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "LongTermNotesPayableDetailsTable", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "label": "Long-Term Notes Payable (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_LongTermPurchaseCommitmentLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongTermPurchaseCommitmentLineItems", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "label": "Long-Term Notes Payable [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "onds_LossOnIntellectualProperty": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "LossOnIntellectualProperty", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 7.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Loss on intellectual property", "verboseLabel": "Recognized losses", "documentation": "Represents the amount of loss on intellectual property.", "label": "Loss On Intellectual Property" } } }, "auth_ref": [] }, "onds_LowestVolumeWeightedAveragePricePercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "LowestVolumeWeightedAveragePricePercentage", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted average price", "documentation": "Percentage of lowest volume weighted average price.", "label": "Lowest Volume Weighted Average Price Percentage" } } }, "auth_ref": [] }, "us-gaap_MachineryAndEquipmentMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "MachineryAndEquipmentMember", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Machinery and equipment [Member]", "verboseLabel": "Machinery and Equipment [Member]", "label": "Machinery and Equipment [Member]", "documentation": "Tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment." } } }, "auth_ref": [] }, "srt_MajorCustomersAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "MajorCustomersAxis", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Customer [Axis]", "documentation": "Information by name or description of a single external customer or a group of external customers." } } }, "auth_ref": [ "r355", "r927", "r1144", "r1205", "r1209" ] }, "onds_MarketingrelatedAssetsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "MarketingrelatedAssetsMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Marketing-related assets [Member]", "label": "Marketingrelated Assets Member" } } }, "auth_ref": [] }, "srt_MaximumMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "MaximumMember", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Maximum [Member]", "label": "Maximum [Member]", "documentation": "Upper limit of the provided range." } } }, "auth_ref": [ "r410", "r411", "r412", "r413", "r526", "r684", "r744", "r790", "r791", "r854", "r858", "r862", "r863", "r871", "r896", "r897", "r914", "r924", "r940", "r946", "r1140", "r1193", "r1194", "r1195", "r1196", "r1197", "r1198" ] }, "ecd_MeasureAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "MeasureAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Measure [Axis]", "terseLabel": "Measure:" } } }, "auth_ref": [ "r1021" ] }, "ecd_MeasureName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "MeasureName", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Measure Name", "terseLabel": "Name" } } }, "auth_ref": [ "r1021" ] }, "srt_MinimumMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "MinimumMember", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Minimum [Member]", "label": "Minimum [Member]", "documentation": "Lower limit of the provided range." } } }, "auth_ref": [ "r410", "r411", "r412", "r413", "r526", "r684", "r744", "r790", "r791", "r854", "r858", "r862", "r863", "r871", "r896", "r897", "r914", "r924", "r940", "r946", "r1140", "r1193", "r1194", "r1195", "r1196", "r1197", "r1198" ] }, "us-gaap_MinorityInterestChangeInRedemptionValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "MinorityInterestChangeInRedemptionValue", "crdr": "credit", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Warrants issued in connection with redeemable noncontrolling interest", "label": "Noncontrolling Interest, Change in Redemption Value", "documentation": "Change in noncontrolling interest during the period as a result of a change in the redemption value of redeemable noncontrolling interest." } } }, "auth_ref": [ "r20", "r84", "r85", "r92" ] }, "us-gaap_MinorityInterestDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "MinorityInterestDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterest" ], "lang": { "en-us": { "role": { "terseLabel": "REDEEMABLE NONCONTROLLING INTEREST", "label": "Noncontrolling Interest Disclosure [Text Block]", "documentation": "The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock." } } }, "auth_ref": [ "r194" ] }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "MinorityInterestOwnershipPercentageByParent", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Minority interest percentage", "label": "Subsidiary, Ownership Percentage, Parent", "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage." } } }, "auth_ref": [] }, "ecd_MnpiDiscTimedForCompValFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "MnpiDiscTimedForCompValFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "MNPI Disclosure Timed for Compensation Value [Flag]", "terseLabel": "MNPI Disclosure Timed for Compensation Value" } } }, "auth_ref": [ "r1041" ] }, "ecd_MtrlTermsOfTrdArrTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "MtrlTermsOfTrdArrTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Material Terms of Trading Arrangement [Text Block]", "terseLabel": "Material Terms of Trading Arrangement" } } }, "auth_ref": [ "r1049" ] }, "dei_NameChangeEventDateAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "NameChangeEventDateAxis", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Name Change Event Date [Axis]", "documentation": "For a sequence of name change event related facts, use this typed dimension to distinguish them. The axis members are restricted to be a valid for xml schema 'date' or 'datetime' data type." } } }, "auth_ref": [] }, "dei_NameChangeEventLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "NameChangeEventLineItems", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Name Change Event [Line Items]", "documentation": "Line items represent concepts included in a table. Name change event line item concepts are used for information qualified by domain members of axes in the Name Change Event table." } } }, "auth_ref": [] }, "dei_NameChangeEventTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "NameChangeEventTable", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Name Change Event [Table]", "documentation": "For a set of related facts in a sequence of name change events, use this table when the events occurred within a single reporting period." } } }, "auth_ref": [] }, "srt_NameOfMajorCustomerDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "NameOfMajorCustomerDomain", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Customer [Domain]", "documentation": "Single external customer or group of external customers." } } }, "auth_ref": [ "r355", "r927", "r1144", "r1205", "r1209" ] }, "ecd_NamedExecutiveOfficersFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NamedExecutiveOfficersFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Named Executive Officers, Footnote [Text Block]", "terseLabel": "Named Executive Officers, Footnote" } } }, "auth_ref": [ "r1022" ] }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInFinancingActivities", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash flows provided by financing activities", "label": "Net Cash Provided by (Used in) Financing Activities", "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit." } } }, "auth_ref": [ "r273" ] }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "CASH FLOWS FROM FINANCING ACTIVITIES", "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]" } } }, "auth_ref": [] }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInInvestingActivities", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash flows provided by (used in) investing activities", "label": "Net Cash Provided by (Used in) Investing Activities", "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets." } } }, "auth_ref": [ "r273" ] }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "CASH FLOWS FROM INVESTING ACTIVITIES", "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]" } } }, "auth_ref": [] }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInOperatingActivities", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash flows used in operating activities", "label": "Net Cash Provided by (Used in) Operating Activities", "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities." } } }, "auth_ref": [ "r167", "r168", "r169" ] }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "CASH FLOWS FROM OPERATING ACTIVITIES", "label": "Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]" } } }, "auth_ref": [] }, "us-gaap_NetIncomeLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetIncomeLoss", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "totalLabel": "Net loss", "label": "Net Income (Loss)", "terseLabel": "Net Income (Loss)", "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent." } } }, "auth_ref": [ "r153", "r169", "r202", "r242", "r260", "r261", "r265", "r279", "r287", "r291", "r292", "r293", "r294", "r297", "r298", "r305", "r320", "r340", "r346", "r349", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r632", "r636", "r723", "r822", "r844", "r845", "r912", "r955", "r1138" ] }, "us-gaap_NetIncomeLossAllocatedToLimitedPartners": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetIncomeLossAllocatedToLimitedPartners", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Net loss", "label": "Net Income (Loss) Allocated to Limited Partners", "documentation": "Aggregate amount of net income allocated to limited partners." } } }, "auth_ref": [ "r93" ] }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "totalLabel": "Net loss attributable to common stockholders", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders." } } }, "auth_ref": [ "r269", "r291", "r292", "r293", "r294", "r300", "r301", "r306", "r309", "r320", "r340", "r346", "r349", "r912" ] }, "onds_NetProceeds": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "NetProceeds", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net proceeds (in Dollars)", "documentation": "Net proceeds.", "label": "Net Proceeds" } } }, "auth_ref": [] }, "onds_NetworksPreferredStockMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "NetworksPreferredStockMember", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Networks Preferred Stock [Member]", "label": "Networks Preferred Stock Member" } } }, "auth_ref": [] }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r236", "r237", "r238", "r239", "r240", "r286", "r287", "r288", "r289", "r290", "r293", "r299", "r311", "r361", "r362", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r377", "r403", "r562", "r563", "r564", "r586", "r587", "r588", "r589", "r600", "r601", "r602", "r610", "r611", "r612", "r613", "r614", "r615", "r616", "r617", "r618", "r619", "r620", "r622", "r623", "r624", "r625", "r626", "r627", "r628", "r629", "r630", "r631", "r632", "r633", "r634", "r635", "r637", "r638", "r639", "r640", "r652", "r653", "r657", "r658", "r659", "r660", "r669", "r670", "r671", "r672", "r673", "r688", "r689", "r690", "r745", "r746", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756", "r758" ] }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Recently Adopted Accounting Pronouncements and SEC Rules", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact." } } }, "auth_ref": [] }, "dei_NewEffectiveDateForPreviousFiling": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "NewEffectiveDateForPreviousFiling", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "New Effective Date for Previous Filing" } } }, "auth_ref": [ "r999", "r1000", "r1001", "r1002" ] }, "dei_NoSubstantiveChanges462c": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "NoSubstantiveChanges462c", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "No Substantive Changes, 462(c)" } } }, "auth_ref": [ "r1061" ] }, "dei_NoSubstantiveChanges462cFileNumber": { "xbrltype": "fileNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "NoSubstantiveChanges462cFileNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "No Substantive Changes, 462(c), File Number" } } }, "auth_ref": [ "r1061" ] }, "dei_NoTradingSymbolFlag": { "xbrltype": "trueItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "NoTradingSymbolFlag", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "No Trading Symbol Flag", "documentation": "Boolean flag that is true only for a security having no trading symbol." } } }, "auth_ref": [] }, "onds_NonCompeteAgreementsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "NonCompeteAgreementsMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Non-compete Agreements [Member]", "verboseLabel": "Non-Compete Agreements [Member]", "label": "Non Compete Agreements Member" } } }, "auth_ref": [] }, "ecd_NonGaapMeasureDescriptionTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonGaapMeasureDescriptionTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Non-GAAP Measure Description [Text Block]", "terseLabel": "Non-GAAP Measure Description" } } }, "auth_ref": [ "r1021" ] }, "ecd_NonNeosMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonNeosMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Non-NEOs [Member]", "terseLabel": "Non-NEOs" } } }, "auth_ref": [ "r982", "r994", "r1010", "r1029", "r1038" ] }, "ecd_NonPeoNeoAvgCompActuallyPaidAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonPeoNeoAvgCompActuallyPaidAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Non-PEO NEO Average Compensation Actually Paid Amount", "terseLabel": "Non-PEO NEO Average Compensation Actually Paid Amount" } } }, "auth_ref": [ "r1019" ] }, "ecd_NonPeoNeoAvgTotalCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonPeoNeoAvgTotalCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Non-PEO NEO Average Total Compensation Amount", "terseLabel": "Non-PEO NEO Average Total Compensation Amount" } } }, "auth_ref": [ "r1018" ] }, "ecd_NonPeoNeoMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonPeoNeoMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Non-PEO NEO [Member]", "terseLabel": "Non-PEO NEO" } } }, "auth_ref": [ "r1029" ] }, "ecd_NonRule10b51ArrAdoptedFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonRule10b51ArrAdoptedFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Non-Rule 10b5-1 Arrangement Adopted [Flag]", "terseLabel": "Non-Rule 10b5-1 Arrangement Adopted" } } }, "auth_ref": [ "r1049" ] }, "ecd_NonRule10b51ArrTrmntdFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonRule10b51ArrTrmntdFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Non-Rule 10b5-1 Arrangement Terminated [Flag]", "terseLabel": "Non-Rule 10b5-1 Arrangement Terminated" } } }, "auth_ref": [ "r1049" ] }, "onds_NoncashConsiderationForPurchaseOfIntangiblesAsset": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "NoncashConsiderationForPurchaseOfIntangiblesAsset", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Non-cash consideration for purchase of intangible assets", "documentation": "Noncash consideration for purchase of intangibles asset.", "label": "Noncash Consideration For Purchase Of Intangibles Asset" } } }, "auth_ref": [] }, "us-gaap_NoncontrollingInterestAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NoncontrollingInterestAbstract", "lang": { "en-us": { "role": { "label": "Redeemable Noncontrolling Interest [Abstract]" } } }, "auth_ref": [] }, "onds_NorthDakotaLimitedMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "NorthDakotaLimitedMember", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "North Dakota Limited [Member]", "label": "North Dakota Limited Member" } } }, "auth_ref": [] }, "us-gaap_NotesAndLoansReceivableNetCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NotesAndLoansReceivableNetCurrent", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Note receivable", "label": "Financing Receivable, after Allowance for Credit Loss, Current", "documentation": "Amortized cost, after allowance for credit loss, of financing receivable classified as current. Excludes net investment in lease." } } }, "auth_ref": [ "r356", "r357", "r705" ] }, "us-gaap_NotesPayableToBankNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NotesPayableToBankNoncurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Notes payable", "label": "Notes Payable to Bank, Noncurrent", "documentation": "The total amount due within more than 12 month, or the operating cycle if longer, on all notes payable to banks paid on an installment. This can include the amount of any loans from the applicant firm. This does not, however, include any mortgage balances." } } }, "auth_ref": [ "r19", "r198" ] }, "us-gaap_NumberOfReportableSegments": { "xbrltype": "integerItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NumberOfReportableSegments", "presentation": [ "http://www.onds.com/role/SegmentInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Number of reportable segments", "label": "Number of Reportable Segments", "documentation": "Number of segments reported by the entity. A reportable segment is a component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements." } } }, "auth_ref": [ "r1111" ] }, "onds_OfferingAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OfferingAmount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Offering amount", "documentation": "Offering amount.", "label": "Offering Amount" } } }, "auth_ref": [] }, "onds_OndasAgreementMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OndasAgreementMember", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ondas Agreement [Member]", "label": "Ondas Agreement Member" } } }, "auth_ref": [] }, "onds_OndasAutonomousSystemsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OndasAutonomousSystemsMember", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Ondas Autonomous Systems [Member]", "label": "Ondas Autonomous Systems Member" } } }, "auth_ref": [] }, "onds_OndasHoldingsInvestmentMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OndasHoldingsInvestmentMember", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ondas Holdings Investment [Member]", "label": "Ondas Holdings Investment Member" } } }, "auth_ref": [] }, "onds_OndasHoldingsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OndasHoldingsMember", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ondas Holdings [Member]", "label": "Ondas Holdings Member" } } }, "auth_ref": [] }, "onds_OndasNetworksMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OndasNetworksMember", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Ondas Networks [Member]", "label": "Ondas Networks Member" } } }, "auth_ref": [] }, "onds_OperatingCashFlowsForOperatingLeases": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OperatingCashFlowsForOperatingLeases", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofOtherLeasesInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Operating cash flows for operating leases", "documentation": "Operating cash flows for operating leases.", "label": "Operating Cash Flows For Operating Leases" } } }, "auth_ref": [] }, "us-gaap_OperatingExpenses": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingExpenses", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "totalLabel": "Total operating expenses", "label": "Operating Expenses", "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense." } } }, "auth_ref": [] }, "us-gaap_OperatingExpensesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingExpensesAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Operating expenses:", "label": "Operating Expenses [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OperatingIncomeLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingIncomeLoss", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "totalLabel": "Operating loss", "label": "Operating Income (Loss)", "documentation": "The net result for the period of deducting operating expenses from operating revenues." } } }, "auth_ref": [ "r320", "r340", "r346", "r349", "r912" ] }, "onds_OperatingLeaseAsset": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OperatingLeaseAsset", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total lease assets", "documentation": "Amount of lease asset for the period.", "label": "Operating Lease Asset" } } }, "auth_ref": [] }, "us-gaap_OperatingLeaseLeaseIncomeTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLeaseLeaseIncomeTableTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Other Leases Information", "label": "Operating Lease, Lease Income [Table Text Block]", "documentation": "Tabular disclosure of components of income from operating lease." } } }, "auth_ref": [ "r312", "r668" ] }, "us-gaap_OperatingLeaseLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLeaseLiability", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total lease liabilities", "label": "Operating Lease, Liability", "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease." } } }, "auth_ref": [ "r662" ] }, "us-gaap_OperatingLeaseLiabilityCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLeaseLiabilityCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable": { "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0, "order": 1.0 }, "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Operating lease liabilities", "verboseLabel": "Operating lease liabilities, current", "label": "Operating Lease, Liability, Current", "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current." } } }, "auth_ref": [ "r662" ] }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLeaseLiabilityNoncurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable": { "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0, "order": 2.0 }, "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Operating lease liabilities, net of current", "label": "Operating Lease, Liability, Noncurrent", "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent." } } }, "auth_ref": [ "r662" ] }, "us-gaap_OperatingLeaseRightOfUseAsset": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLeaseRightOfUseAsset", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable": { "parentTag": "onds_OperatingLeaseAsset", "weight": 1.0, "order": 1.0 }, "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Operating lease right of use assets", "verboseLabel": "Operating lease assets", "label": "Operating Lease, Right-of-Use Asset", "documentation": "Amount of lessee's right to use underlying asset under operating lease." } } }, "auth_ref": [ "r661" ] }, "us-gaap_OperatingLeaseRightOfUseAssetAmortizationExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLeaseRightOfUseAssetAmortizationExpense", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Amortization of right of use asset", "label": "Operating Lease, Right-of-Use Asset, Periodic Reduction", "documentation": "Amount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease." } } }, "auth_ref": [ "r1098" ] }, "us-gaap_OptionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OptionMember", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "terseLabel": "Options to purchase common stock [Member]", "label": "Options Held [Member]", "documentation": "Contracts conveying rights, but not obligations, to buy or sell a specific commodity, or financial or equity instrument, at a specified price during a specified period (an American option) or at a specified date (a European option) which were purchased or otherwise acquired, excluding options written (for which a premium was received)." } } }, "auth_ref": [ "r195", "r810", "r815", "r833", "r839", "r866", "r867", "r868", "r947", "r948" ] }, "onds_OrdinarySharesReceivedAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OrdinarySharesReceivedAmount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ordinary shares received amount", "documentation": "Ordinary shares received amount.", "label": "Ordinary Shares Received Amount" } } }, "auth_ref": [] }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "lang": { "en-us": { "role": { "label": "Description of Business and Basis of Presentation [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OriginationOfLoanToPurchaseCommonStock": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OriginationOfLoanToPurchaseCommonStock", "crdr": "credit", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock purchase", "label": "Origination of Loan to Purchase Common Stock", "documentation": "Cash outflow for origination of loan for purchasing common stock." } } }, "auth_ref": [ "r45" ] }, "us-gaap_OtherAccountsPayableAndAccruedLiabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherAccountsPayableAndAccruedLiabilities", "crdr": "credit", "calculation": { "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable": { "parentTag": "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Other accrued expenses and payables", "label": "Other Accounts Payable and Accrued Liabilities", "documentation": "Amount of liabilities incurred and payable to vendors for goods and services received classified as other, and expenses incurred but not yet paid, payable within one year or the operating cycle, if longer." } } }, "auth_ref": [] }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherAccruedLiabilitiesCurrent", "crdr": "credit", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Other current liabilities", "label": "Other Accrued Liabilities, Current", "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r31" ] }, "dei_OtherAddressMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "OtherAddressMember", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Other Address [Member]", "documentation": "Other address for entity" } } }, "auth_ref": [] }, "us-gaap_OtherAssetImpairmentCharges": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherAssetImpairmentCharges", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment charge", "label": "Other Asset Impairment Charges", "documentation": "The charge against earnings resulting from the write down of long lived assets other than goodwill due to the difference between the carrying value and lower fair value." } } }, "auth_ref": [ "r1098", "r1131" ] }, "us-gaap_OtherAssetsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherAssetsAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Other Assets:", "label": "Other Assets [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OtherAssetsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherAssetsCurrent", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 6.0 }, "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total other current assets", "terseLabel": "Other current assets", "label": "Other Assets, Current", "documentation": "Amount of current assets classified as other." } } }, "auth_ref": [ "r258", "r944" ] }, "us-gaap_OtherAssetsNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherAssetsNoncurrent", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "totalLabel": "Total other assets", "label": "Other Assets, Noncurrent", "documentation": "Amount of noncurrent assets classified as other." } } }, "auth_ref": [ "r251" ] }, "us-gaap_OtherCurrentAssetsTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherCurrentAssetsTextBlock", "presentation": [ "http://www.onds.com/role/OtherCurrentAssets" ], "lang": { "en-us": { "role": { "terseLabel": "OTHER CURRENT ASSETS", "label": "Other Current Assets [Text Block]", "documentation": "The entire disclosure for other current assets." } } }, "auth_ref": [] }, "us-gaap_OtherCustomerMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherCustomerMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Other Customer [Member]", "label": "Other Customer [Member]", "documentation": "Customer classified as other." } } }, "auth_ref": [ "r1080", "r1205", "r1206", "r1207", "r1208", "r1210" ] }, "us-gaap_OtherDeferredCostsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherDeferredCostsNet", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable": { "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred offering costs", "label": "Other Deferred Costs, Net", "documentation": "Net amount of other deferred costs capitalized at the end of the reporting period. Does not include deferred finance costs or deferred acquisition costs of insurance companies." } } }, "auth_ref": [ "r1087" ] }, "us-gaap_OtherIncome": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherIncome", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Other income (expense), net", "label": "Other Income", "documentation": "Amount of revenue and income classified as other." } } }, "auth_ref": [ "r725", "r824", "r874", "r875", "r876" ] }, "us-gaap_OtherIncomeAndExpensesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherIncomeAndExpensesAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Other income (expense), net", "label": "Other Income and Expenses [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OtherIntangibleAssetsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherIntangibleAssetsNet", "crdr": "debit", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Intangibles for developed technology", "label": "Other Intangible Assets, Net", "documentation": "Amount after accumulated amortization of finite-lived and indefinite-lived intangible assets classified as other." } } }, "auth_ref": [] }, "us-gaap_OtherLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Government grant liability", "label": "Other Liabilities, Current", "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r31", "r944" ] }, "us-gaap_OtherLoansPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherLoansPayable", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Other loans", "label": "Other Loans Payable", "documentation": "Amount of long-term loans payable classified as other." } } }, "auth_ref": [ "r19", "r198", "r1203" ] }, "us-gaap_OtherLongTermDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherLongTermDebt", "crdr": "credit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net of debt discount and issuance costs long term borrowings", "label": "Other Long-Term Debt", "documentation": "Amount of long-term debt classified as other." } } }, "auth_ref": [ "r19", "r198", "r1203" ] }, "onds_OtherLongtermAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "OtherLongtermAssets", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Other long-term assets", "documentation": "The amount of other long-term assets.", "label": "Other Longterm Assets" } } }, "auth_ref": [] }, "us-gaap_OtherMinorityInterests": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherMinorityInterests", "crdr": "credit", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Minority interest", "label": "Other Noncontrolling Interests", "documentation": "Carrying amount of equity interests owned by noncontrolling shareholders, partners, or other equity holders in one or more of the entities consolidated into the reporting entity's financial statements other than joint ventures, limited partnerships, operating partnerships or interests held by preferred unit holders." } } }, "auth_ref": [] }, "us-gaap_OtherNonoperatingIncomeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherNonoperatingIncomeExpense", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "totalLabel": "Total other income (expense), net", "label": "Other Nonoperating Income (Expense)", "documentation": "Amount of income (expense) related to nonoperating activities, classified as other." } } }, "auth_ref": [ "r162" ] }, "ecd_OtherPerfMeasureAmt": { "xbrltype": "decimalItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "OtherPerfMeasureAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Other Performance Measure, Amount", "terseLabel": "Other Performance Measure, Amount" } } }, "auth_ref": [ "r1021" ] }, "us-gaap_OtherPrepaidExpenseCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherPrepaidExpenseCurrent", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable": { "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0, "order": 7.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Other prepaid expenses and current assets", "label": "Other Prepaid Expense, Current", "documentation": "Amount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r1095", "r1116" ] }, "us-gaap_OtherRealEstateValuationAdjustments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherRealEstateValuationAdjustments", "crdr": "credit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Valuation of fully diluted basis", "label": "Other Real Estate, Valuation Adjustments", "documentation": "Valuation adjustments made to other real estate not separately disclosed, including, but not limited to, real estate investments, real estate loans that qualify as investments in real estate, and premises that are no longer used in operations may also be included in real estate owned. This excludes real estate assets taken in settlement of troubled loans through surrender or foreclosure." } } }, "auth_ref": [] }, "dei_OtherReportingStandardItemNumber": { "xbrltype": "otherReportingStandardItemNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "OtherReportingStandardItemNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Other Reporting Standard Item Number", "documentation": "\"Item 17\" or \"Item 18\" specified when the basis of accounting is neither US GAAP nor IFRS." } } }, "auth_ref": [ "r973" ] }, "us-gaap_OtherSellingAndMarketingExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherSellingAndMarketingExpense", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Sales and marketing", "label": "Other Selling and Marketing Expense", "documentation": "Amount of selling and marketing expense classified as other." } } }, "auth_ref": [ "r158" ] }, "us-gaap_OtherShortTermBorrowings": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherShortTermBorrowings", "crdr": "credit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net of debt discount and issuance costs short term borrowings", "label": "Other Short-Term Borrowings", "documentation": "Amount of borrowings classified as other, maturing within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r25", "r798" ] }, "ecd_OutstandingAggtErrCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "OutstandingAggtErrCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Outstanding Aggregate Erroneous Compensation Amount", "terseLabel": "Outstanding Aggregate Erroneous Compensation Amount" } } }, "auth_ref": [ "r980", "r992", "r1008", "r1036" ] }, "ecd_OutstandingRecoveryCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "OutstandingRecoveryCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Outstanding Recovery Compensation Amount", "terseLabel": "Compensation Amount" } } }, "auth_ref": [ "r983", "r995", "r1011", "r1039" ] }, "ecd_OutstandingRecoveryIndName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "OutstandingRecoveryIndName", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Outstanding Recovery, Individual Name", "terseLabel": "Name" } } }, "auth_ref": [ "r983", "r995", "r1011", "r1039" ] }, "srt_OwnershipAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "OwnershipAxis", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "label": "Ownership [Axis]", "documentation": "Information by name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment." } } }, "auth_ref": [] }, "srt_OwnershipDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "OwnershipDomain", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "label": "Ownership [Domain]", "documentation": "Name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment." } } }, "auth_ref": [] }, "dei_ParentEntityLegalName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "ParentEntityLegalName", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Parent Entity Legal Name", "documentation": "If the entity which the financial information concerns is a subsidiary of another company, then provide to full legal name of the parent entity" } } }, "auth_ref": [] }, "onds_PatentsInProcessMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PatentsInProcessMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Patents in Process [Member]", "label": "Patents In Process Member" } } }, "auth_ref": [] }, "us-gaap_PatentsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PatentsMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Patents [Member]", "label": "Patents [Member]", "documentation": "Exclusive legal right granted by the government to the owner of the patent to exploit an invention or a process for a period of time specified by law." } } }, "auth_ref": [ "r193" ] }, "ecd_PayVsPerformanceDisclosureLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PayVsPerformanceDisclosureLineItems", "lang": { "en-us": { "role": { "label": "Pay vs Performance Disclosure [Line Items]", "terseLabel": "Pay vs Performance Disclosure" } } }, "auth_ref": [ "r1017" ] }, "us-gaap_PayablesAndAccrualsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PayablesAndAccrualsAbstract", "lang": { "en-us": { "role": { "label": "Accrued Expenses and Other Current Liabilities [Abstract]" } } }, "auth_ref": [] }, "us-gaap_PaymentsForProceedsFromPreviousAcquisition": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PaymentsForProceedsFromPreviousAcquisition", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 8.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Cash paid for Field of View LLC asset acquisition", "label": "Payments for (Proceeds from) Previous Acquisition", "documentation": "The net cash inflow or outflow associated with the aggregate amount of adjustment to the purchase price of a previous acquisition." } } }, "auth_ref": [] }, "onds_PaymentsOnGovernmentGrantLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PaymentsOnGovernmentGrantLiability", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 7.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Payments on government grant liability", "documentation": "Payments on government grant liability.", "label": "Payments On Government Grant Liability" } } }, "auth_ref": [] }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "crdr": "credit", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Cash paid", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase." } } }, "auth_ref": [ "r42" ] }, "us-gaap_PaymentsToAcquireIntangibleAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PaymentsToAcquireIntangibleAssets", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Patent costs", "label": "Payments to Acquire Intangible Assets", "documentation": "The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill." } } }, "auth_ref": [ "r166" ] }, "us-gaap_PaymentsToAcquireInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PaymentsToAcquireInvestments", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 7.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Investment in Dynam A.I.", "label": "Payments to Acquire Investments", "documentation": "The cash outflow associated with the purchase of all investments (debt, security, other) during the period." } } }, "auth_ref": [ "r165" ] }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Purchase of equipment", "label": "Payments to Acquire Property, Plant, and Equipment", "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets." } } }, "auth_ref": [ "r166" ] }, "ecd_PeerGroupIssuersFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeerGroupIssuersFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Peer Group Issuers, Footnote [Text Block]", "terseLabel": "Peer Group Issuers, Footnote" } } }, "auth_ref": [ "r1020" ] }, "ecd_PeerGroupTotalShareholderRtnAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeerGroupTotalShareholderRtnAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Peer Group Total Shareholder Return Amount", "terseLabel": "Peer Group Total Shareholder Return Amount" } } }, "auth_ref": [ "r1020" ] }, "ecd_PeoActuallyPaidCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeoActuallyPaidCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "PEO Actually Paid Compensation Amount", "terseLabel": "PEO Actually Paid Compensation Amount" } } }, "auth_ref": [ "r1019" ] }, "ecd_PeoMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeoMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "PEO [Member]", "terseLabel": "PEO" } } }, "auth_ref": [ "r1029" ] }, "ecd_PeoName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeoName", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "PEO Name", "terseLabel": "PEO Name" } } }, "auth_ref": [ "r1022" ] }, "ecd_PeoTotalCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeoTotalCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "PEO Total Compensation Amount", "terseLabel": "PEO Total Compensation Amount" } } }, "auth_ref": [ "r1018" ] }, "onds_PercentageOfGrossProceeds": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PercentageOfGrossProceeds", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Gross proceed percentage", "verboseLabel": "Percentage of gross proceeds", "documentation": "Percentage of gross proceeds.", "label": "Percentage Of Gross Proceeds" } } }, "auth_ref": [] }, "dei_PhoneFaxNumberDescription": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "PhoneFaxNumberDescription", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Phone Fax Number Description", "documentation": "Description of Phone or Fax Number" } } }, "auth_ref": [] }, "us-gaap_PlanNameAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PlanNameAxis", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Plan Name [Axis]", "documentation": "Information by plan name for share-based payment arrangement." } } }, "auth_ref": [ "r1146", "r1147", "r1148", "r1149", "r1150", "r1151", "r1152", "r1153", "r1154", "r1155", "r1156", "r1157", "r1158", "r1159", "r1160", "r1161", "r1162", "r1163", "r1164", "r1165", "r1166", "r1167", "r1168", "r1169", "r1170", "r1171" ] }, "us-gaap_PlanNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PlanNameDomain", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Plan Name [Domain]", "documentation": "Plan name for share-based payment arrangement." } } }, "auth_ref": [ "r1146", "r1147", "r1148", "r1149", "r1150", "r1151", "r1152", "r1153", "r1154", "r1155", "r1156", "r1157", "r1158", "r1159", "r1160", "r1161", "r1162", "r1163", "r1164", "r1165", "r1166", "r1167", "r1168", "r1169", "r1170", "r1171" ] }, "dei_PostEffectiveAmendment": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "PostEffectiveAmendment", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Post-Effective Amendment" } } }, "auth_ref": [ "r959" ] }, "dei_PostEffectiveAmendmentNumber": { "xbrltype": "sequenceNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "PostEffectiveAmendmentNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Post-Effective Amendment Number", "documentation": "Amendment number to registration statement under the Securities Act of 1933 after the registration becomes effective." } } }, "auth_ref": [ "r959" ] }, "onds_PostRetirementBenefitsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PostRetirementBenefitsPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Post-Retirement Benefits", "documentation": "Disclosure of accounting policy for the post-retirement benefits.", "label": "Post Retirement Benefits Policy Text Block" } } }, "auth_ref": [] }, "us-gaap_PostemploymentRetirementBenefitsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PostemploymentRetirementBenefitsMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Postemployment Retirement Benefits [Member]", "label": "Postemployment Retirement Benefits [Member]", "documentation": "Special and contractual termination benefits provided in connection with termination of employment and payable upon retirement, but not payable from defined benefit plan. Excludes benefits payable upon termination from defined benefit pension and other postretirement plan, and postemployment benefits payable before retirement." } } }, "auth_ref": [] }, "onds_PotentialSharesIssuableUnder2022ConvertibleExchangeNotesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PotentialSharesIssuableUnder2022ConvertibleExchangeNotesMember", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "terseLabel": "Potential shares issuable under 2022 Convertible Exchange Notes [Member]", "label": "Potential Shares Issuable Under2022 Convertible Exchange Notes Member" } } }, "auth_ref": [] }, "onds_PotentialSharesIssuableUnder2023AdditionalNotesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PotentialSharesIssuableUnder2023AdditionalNotesMember", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "terseLabel": "Potential shares issuable under 2023 Additional Notes [Member]", "label": "Potential Shares Issuable Under2023 Additional Notes Member" } } }, "auth_ref": [] }, "dei_PreCommencementIssuerTenderOffer": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "PreCommencementIssuerTenderOffer", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Pre-commencement Issuer Tender Offer", "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act." } } }, "auth_ref": [ "r966" ] }, "dei_PreCommencementTenderOffer": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "PreCommencementTenderOffer", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Pre-commencement Tender Offer", "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act." } } }, "auth_ref": [ "r967" ] }, "dei_PreEffectiveAmendment": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "PreEffectiveAmendment", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Pre-Effective Amendment" } } }, "auth_ref": [ "r959" ] }, "dei_PreEffectiveAmendmentNumber": { "xbrltype": "sequenceNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "PreEffectiveAmendmentNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Pre-Effective Amendment Number", "documentation": "Amendment number to registration statement under the Securities Act of 1933 before the registration becomes effective." } } }, "auth_ref": [ "r959" ] }, "us-gaap_PreferredStockConvertibleConversionPrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockConvertibleConversionPrice", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock purchase price", "label": "Preferred Stock, Convertible, Conversion Price", "documentation": "Per share conversion price of preferred stock." } } }, "auth_ref": [ "r445" ] }, "us-gaap_PreferredStockDividendRatePercentage": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockDividendRatePercentage", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock rate", "verboseLabel": "Preferred stock accrues dividends rate", "netLabel": "Preferred stock issued percentage", "label": "Preferred Stock, Dividend Rate, Percentage", "documentation": "The percentage rate used to calculate dividend payments on preferred stock." } } }, "auth_ref": [ "r444", "r855", "r859", "r861", "r872" ] }, "us-gaap_PreferredStockMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockMember", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred Stock [Member]", "label": "Preferred Stock [Member]", "documentation": "Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company." } } }, "auth_ref": [ "r947", "r948", "r951", "r952", "r953", "r954", "r1211", "r1214" ] }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockParOrStatedValuePerShare", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock, par value (in Dollars per share)", "verboseLabel": "Preferred stock par value", "label": "Preferred Stock, Par or Stated Value Per Share", "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer." } } }, "auth_ref": [ "r140", "r443" ] }, "us-gaap_PreferredStockPerShareAmountsOfPreferredDividendsInArrears": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockPerShareAmountsOfPreferredDividendsInArrears", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Exercise price per share (in Dollars per share)", "label": "Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears", "documentation": "Per share amount of cumulative preferred dividends in arrears." } } }, "auth_ref": [ "r91" ] }, "us-gaap_PreferredStockRedemptionPricePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockRedemptionPricePerShare", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Subscription price per share (in Dollars per share)", "label": "Preferred Stock, Redemption Price Per Share", "documentation": "The price per share at which the preferred stock of an entity that has priority over common stock in the distribution of dividends and in the event of liquidation of the entity is redeemed or may be called at. The redemption features of this preferred stock are solely within the control of the issuer." } } }, "auth_ref": [ "r88", "r89", "r90" ] }, "us-gaap_PreferredStockShareSubscriptions": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockShareSubscriptions", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Subscribed preferred stock (in Shares)", "label": "Preferred Stock, Shares Subscribed but Unissued", "documentation": "The number of nonredeemable preferred stock (shares) (or preferred stock redeemable solely at the option of the issuer) allocated to investors to buy shares of a new issue of preferred stock before they are offered to the public. When stock is sold on a subscription basis, the issuer does not initially receive the total proceeds. In general, the issuer does not issue the shares to the investor until it receives the entire proceeds." } } }, "auth_ref": [ "r140" ] }, "us-gaap_PreferredStockSharesAuthorized": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockSharesAuthorized", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock, shares authorized", "verboseLabel": "Preferred stock, authorized", "netLabel": "Preferred stock purchase", "label": "Preferred Stock, Shares Authorized", "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws." } } }, "auth_ref": [ "r140", "r801" ] }, "us-gaap_PreferredStockSharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockSharesIssued", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock, shares issued", "label": "Preferred Stock, Shares Issued", "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt." } } }, "auth_ref": [ "r140", "r443" ] }, "us-gaap_PreferredStockSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockSharesOutstanding", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock, shares outstanding", "label": "Preferred Stock, Shares Outstanding", "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased." } } }, "auth_ref": [ "r140", "r801", "r820", "r1214", "r1215" ] }, "us-gaap_PreferredStockValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PreferredStockValue", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Preferred stock value", "label": "Preferred Stock, Value, Issued", "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity." } } }, "auth_ref": [ "r140", "r712", "r944" ] }, "us-gaap_PrepaidInsurance": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PrepaidInsurance", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable": { "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Prepaid insurance", "label": "Prepaid Insurance", "documentation": "Amount of asset related to consideration paid in advance for insurance that provides economic benefits within a future period of one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r903", "r915", "r1116" ] }, "us-gaap_PrepaidRoyalties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PrepaidRoyalties", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Paid royalties", "label": "Prepaid Royalties", "documentation": "Amount of asset related to consideration paid in advance for royalties that provide economic benefits within a future period of one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r904", "r916", "r1116" ] }, "onds_PrincipalAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PrincipalAmount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Principal amount", "documentation": "The principal amount.", "label": "Principal Amount" } } }, "auth_ref": [] }, "us-gaap_PriorPeriodReclassificationAdjustmentDescription": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PriorPeriodReclassificationAdjustmentDescription", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Reclassification", "label": "Reclassification, Comparability Adjustment [Policy Text Block]", "documentation": "Disclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error." } } }, "auth_ref": [ "r1085" ] }, "us-gaap_PrivatePlacementMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PrivatePlacementMember", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Private Placement [Member]", "label": "Private Placement [Member]", "documentation": "A private placement is a direct offering of securities to a limited number of sophisticated investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts." } } }, "auth_ref": [] }, "onds_ProceedReceivedFromDeferredOfferingCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ProceedReceivedFromDeferredOfferingCosts", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proceed received from deferred Offering Costs", "documentation": "Proceed received from deferred Offering Costs.", "label": "Proceed Received From Deferred Offering Costs" } } }, "auth_ref": [] }, "us-gaap_ProceedsFromDebtNetOfIssuanceCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromDebtNetOfIssuanceCosts", "crdr": "debit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net proceeds", "verboseLabel": "Debt discount", "label": "Proceeds from Debt, Net of Issuance Costs", "documentation": "The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination." } } }, "auth_ref": [ "r270" ] }, "onds_ProceedsFromGovernmentGrant": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ProceedsFromGovernmentGrant", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Proceeds from government grant", "documentation": "Proceeds from government grant.", "label": "Proceeds From Government Grant" } } }, "auth_ref": [] }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromIssuanceInitialPublicOffering", "crdr": "debit", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Gross proceeds", "label": "Proceeds from Issuance Initial Public Offering", "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public." } } }, "auth_ref": [ "r6" ] }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromIssuanceOfCommonStock", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from sale of shares under ATM agreement", "label": "Proceeds from Issuance of Common Stock", "documentation": "The cash inflow from the additional capital contribution to the entity." } } }, "auth_ref": [ "r6" ] }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromIssuanceOfWarrants", "crdr": "debit", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Warrants being", "label": "Proceeds from Issuance of Warrants", "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt)." } } }, "auth_ref": [ "r6" ] }, "us-gaap_ProceedsFromMinorityShareholders": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromMinorityShareholders", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from sale of redeemable preferred stock in Ondas Networks, net of issuance costs", "label": "Proceeds from Noncontrolling Interests", "documentation": "Amount of cash inflow from a noncontrolling interest. Includes, but is not limited to, purchase of additional shares or other increase in noncontrolling interest ownership." } } }, "auth_ref": [ "r43" ] }, "us-gaap_ProceedsFromNotesPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromNotesPayable", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from convertible notes payable, net of issuance costs", "label": "Proceeds from Notes Payable", "documentation": "The cash inflow from a borrowing supported by a written promise to pay an obligation." } } }, "auth_ref": [ "r44" ] }, "us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromSaleOfPropertyPlantAndEquipment", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from sale of equipment", "label": "Proceeds from Sale of Property, Plant, and Equipment", "documentation": "The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale." } } }, "auth_ref": [ "r164" ] }, "us-gaap_ProceedsFromStockOptionsExercised": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromStockOptionsExercised", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from exercise of stock options and warrants", "label": "Proceeds from Stock Options Exercised", "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement." } } }, "auth_ref": [ "r6", "r17" ] }, "onds_ProcessedFromStockOption": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ProcessedFromStockOption", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock", "documentation": "Processed from stock option.", "label": "Processed From Stock Option" } } }, "auth_ref": [] }, "srt_ProductOrServiceAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProductOrServiceAxis", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "label": "Product and Service [Axis]", "documentation": "Information by product and service, or group of similar products and similar services." } } }, "auth_ref": [ "r351", "r686", "r738", "r739", "r740", "r741", "r742", "r743", "r900", "r925", "r945", "r1078", "r1136", "r1137", "r1144", "r1205" ] }, "onds_ProductRevenueMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ProductRevenueMember", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Product revenue [Member]", "label": "Product Revenue Member" } } }, "auth_ref": [] }, "srt_ProductsAndServicesDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProductsAndServicesDomain", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "label": "Product and Service [Domain]", "documentation": "Product or service, or a group of similar products or similar services." } } }, "auth_ref": [ "r351", "r686", "r738", "r739", "r740", "r741", "r742", "r743", "r900", "r925", "r945", "r1078", "r1136", "r1137", "r1144", "r1205" ] }, "us-gaap_ProfitLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProfitLoss", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Net loss", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest." } } }, "auth_ref": [ "r242", "r260", "r261", "r272", "r279", "r287", "r297", "r298", "r320", "r340", "r346", "r349", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r603", "r606", "r607", "r632", "r636", "r707", "r722", "r770", "r822", "r844", "r845", "r912", "r941", "r942", "r956", "r1096", "r1138" ] }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentAbstract", "lang": { "en-us": { "role": { "label": "Property and Equipment [Abstract]" } } }, "auth_ref": [] }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentByTypeAxis", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Long-Lived Tangible Asset [Axis]", "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale." } } }, "auth_ref": [ "r9" ] }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/PropertyandEquipment" ], "lang": { "en-us": { "role": { "terseLabel": "PROPERTY AND EQUIPMENT", "label": "Property, Plant and Equipment Disclosure [Text Block]", "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections." } } }, "auth_ref": [ "r176", "r218", "r221", "r222" ] }, "us-gaap_PropertyPlantAndEquipmentFairValueDisclosure": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentFairValueDisclosure", "crdr": "debit", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair value of property", "label": "Property, Plant, and Equipment, Fair Value Disclosure", "documentation": "Fair value portion of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures." } } }, "auth_ref": [ "r1182" ] }, "us-gaap_PropertyPlantAndEquipmentGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentGross", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "terseLabel": "Property and equipment gross", "label": "Property, Plant and Equipment, Gross", "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures." } } }, "auth_ref": [ "r178", "r247", "r719" ] }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_PropertyPlantAndEquipmentNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentNet", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/PropertyandEquipmentDetails", "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "terseLabel": "Property and equipment, net", "verboseLabel": "Total property and equipment", "netLabel": "Net property and equipment", "label": "Property, Plant and Equipment, Net", "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures." } } }, "auth_ref": [ "r9", "r708", "r719", "r944" ] }, "us-gaap_PropertyPlantAndEquipmentOtherNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentOtherNet", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "terseLabel": "Total property and equipment", "label": "Property, Plant and Equipment, Other, Net", "documentation": "Amount after depreciation of long-lived, physical assets used to produce goods and services and not intended for resale, classified as other." } } }, "auth_ref": [] }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Property and Equipment", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections." } } }, "auth_ref": [ "r9", "r218", "r221", "r717" ] }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentTextBlock", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Property and Equipment", "label": "Property, Plant and Equipment [Table Text Block]", "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation." } } }, "auth_ref": [ "r9" ] }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentTypeDomain", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Long-Lived Tangible Asset [Domain]", "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software." } } }, "auth_ref": [ "r178" ] }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentUsefulLife", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Estimated useful lives", "label": "Property, Plant and Equipment, Useful Life", "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment." } } }, "auth_ref": [] }, "onds_PropertyandEquipmentDetailsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PropertyandEquipmentDetailsLineItems", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails" ], "lang": { "en-us": { "role": { "label": "Property and Equipment [Line Items]" } } }, "auth_ref": [] }, "onds_PropertyandEquipmentDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PropertyandEquipmentDetailsTable", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails" ], "lang": { "en-us": { "role": { "label": "Property and Equipment (Details) [Table]" } } }, "auth_ref": [] }, "onds_PurchaseAggregateShares": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PurchaseAggregateShares", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase aggregate shares", "documentation": "Purchase aggregate shares.", "label": "Purchase Aggregate Shares" } } }, "auth_ref": [] }, "onds_PurchasePercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PurchasePercentage", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase percentage", "documentation": "Purchase percentage.", "label": "Purchase Percentage" } } }, "auth_ref": [] }, "onds_PurchasePriceConsiderationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "PurchasePriceConsiderationAbstract", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase price consideration", "label": "Purchase Price Consideration Abstract" } } }, "auth_ref": [] }, "ecd_PvpTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PvpTable", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Pay vs Performance Disclosure [Table]", "terseLabel": "Pay vs Performance Disclosure" } } }, "auth_ref": [ "r1017" ] }, "ecd_PvpTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PvpTableTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Pay vs Performance [Table Text Block]", "terseLabel": "Pay vs Performance Disclosure, Table" } } }, "auth_ref": [ "r1017" ] }, "srt_RangeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "RangeAxis", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]", "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median." } } }, "auth_ref": [ "r410", "r411", "r412", "r413", "r486", "r526", "r557", "r558", "r559", "r683", "r684", "r744", "r790", "r791", "r854", "r858", "r862", "r863", "r871", "r896", "r897", "r914", "r924", "r940", "r946", "r949", "r1133", "r1140", "r1194", "r1195", "r1196", "r1197", "r1198" ] }, "srt_RangeMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "RangeMember", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]", "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median." } } }, "auth_ref": [ "r410", "r411", "r412", "r413", "r486", "r526", "r557", "r558", "r559", "r683", "r684", "r744", "r790", "r791", "r854", "r858", "r862", "r863", "r871", "r896", "r897", "r914", "r924", "r940", "r946", "r949", "r1133", "r1140", "r1194", "r1195", "r1196", "r1197", "r1198" ] }, "onds_RangePercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RangePercentage", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Range percentage", "documentation": "Range percentage.", "label": "Range Percentage" } } }, "auth_ref": [] }, "onds_ReceivablesFromEmployees": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ReceivablesFromEmployees", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable": { "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Receivables from employees", "documentation": "Receivables from employees.", "label": "Receivables From Employees" } } }, "auth_ref": [] }, "onds_RecentlyIssuedAccountingPronouncementsNotYetAdoptedPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RecentlyIssuedAccountingPronouncementsNotYetAdoptedPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Recently Issued Accounting Pronouncements Not Yet Adopted", "documentation": "Disclosure of accounting policy for recently issued accounting pronouncements not yet adopted.", "label": "Recently Issued Accounting Pronouncements Not Yet Adopted Policy Text Block" } } }, "auth_ref": [] }, "onds_ReclassificationToAccountsReceivableNets": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ReclassificationToAccountsReceivableNets", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofContractAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Reclassification to Accounts receivable, net", "documentation": "Reclassification to Accounts receivable, net.", "label": "Reclassification To Accounts Receivable Nets" } } }, "auth_ref": [] }, "onds_RecognizedUncertainIncomeTaxPercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RecognizedUncertainIncomeTaxPercentage", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Recognized uncertain income tax percentage", "documentation": "Recognized uncertain income tax percentage.", "label": "Recognized Uncertain Income Tax Percentage" } } }, "auth_ref": [] }, "ecd_RecoveryOfErrCompDisclosureLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "RecoveryOfErrCompDisclosureLineItems", "lang": { "en-us": { "role": { "label": "Recovery of Erroneously Awarded Compensation Disclosure [Line Items]", "terseLabel": "Recovery of Erroneously Awarded Compensation Disclosure" } } }, "auth_ref": [ "r975", "r987", "r1003", "r1031" ] }, "onds_RedeemableNonControllingInterestsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RedeemableNonControllingInterestsPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Redeemable Noncontrolling Interests", "documentation": "Redeemable Non-Controlling Interests.", "label": "Redeemable Non Controlling Interests Policy Text Block" } } }, "auth_ref": [] }, "onds_RedeemableNoncontrollingInterestDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RedeemableNoncontrollingInterestDetailsTable", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "label": "Redeemable Noncontrolling Interest (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_RedeemableNoncontrollingInterestEquityCarryingAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RedeemableNoncontrollingInterestEquityCarryingAmount", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Redeemable noncontrolling interest", "label": "Redeemable Noncontrolling Interest, Equity, Carrying Amount", "documentation": "As of the reporting date, the aggregate carrying amount of all noncontrolling interests which are redeemable by the (parent) entity (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the (parent) entity. This item includes noncontrolling interest holder's ownership (or holders' ownership) regardless of the type of equity interest (common, preferred, other) including all potential organizational (legal) forms of the investee entity." } } }, "auth_ref": [ "r82", "r83", "r84", "r85" ] }, "us-gaap_RedeemableNoncontrollingInterestEquityOtherRedemptionValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RedeemableNoncontrollingInterestEquityOtherRedemptionValue", "crdr": "credit", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Redemption value", "label": "Redeemable Noncontrolling Interest, Equity, Other, Redemption Value", "documentation": "Redemption value, as if currently redeemable, of redeemable noncontrolling interest for other shares, units or ownership interests classified as temporary equity and the election has been made to accrete changes in redemption value to the earliest redemption date." } } }, "auth_ref": [ "r21" ] }, "us-gaap_RedeemableNoncontrollingInterestEquityPreferredCarryingAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RedeemableNoncontrollingInterestEquityPreferredCarryingAmount", "crdr": "credit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Redeemable preferred stock", "label": "Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount", "documentation": "As of the reporting date, the carrying amount of noncontrolling interests which are redeemable by the (parent) entity (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the (parent) entity. The noncontrolling interest holder's ownership (or holders' ownership) may be in the form of preferred shares (regardless of class), preferred partnership units (regardless of class), preferential membership interests, or any other form of preferred equity regardless of investee entity legal form." } } }, "auth_ref": [ "r82", "r83", "r84", "r85" ] }, "us-gaap_RedeemableNoncontrollingInterestLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RedeemableNoncontrollingInterestLineItems", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "label": "Noncontrolling Interest [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "onds_RedeemableNoncontrollingInterestMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RedeemableNoncontrollingInterestMember", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Redeemable Noncontrolling Interest", "label": "Redeemable Noncontrolling Interest Member" } } }, "auth_ref": [] }, "us-gaap_RedeemablePreferredStockDividends": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RedeemablePreferredStockDividends", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Less preferred dividends attributable to noncontrolling interest", "verboseLabel": "Preferred dividends attributable to redeemable noncontrolling interest", "negatedLabel": "Preferred dividends attributable to redeemable noncontrolling interest", "label": "Redeemable Preferred Stock Dividends", "documentation": "Dividends paid to preferred stock holders that is redeemable solely at the option of the issuer." } } }, "auth_ref": [ "r10", "r54", "r186" ] }, "dei_RegistrationStatementAmendmentNumber": { "xbrltype": "sequenceNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "RegistrationStatementAmendmentNumber", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Registration Statement Amendment Number", "documentation": "Amendment number to registration statement under the Investment Company Act of 1940." } } }, "auth_ref": [ "r959" ] }, "onds_RegistrationStatementAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RegistrationStatementAmount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Registration statement amount (in Dollars)", "documentation": "Registration statement amount.", "label": "Registration Statement Amount" } } }, "auth_ref": [] }, "us-gaap_RelatedPartyDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyDomain", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails", "http://www.onds.com/role/IntangibleAssetsDetails", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Related Party, Type [Domain]", "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests." } } }, "auth_ref": [ "r510", "r677", "r678", "r793", "r794", "r795", "r796", "r797", "r819", "r821", "r853" ] }, "us-gaap_RelatedPartyTransactionAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionAxis", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "label": "Related Party Transaction [Axis]", "documentation": "Information by type of related party transaction." } } }, "auth_ref": [ "r677", "r678", "r1189" ] }, "us-gaap_RelatedPartyTransactionDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionDomain", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "label": "Related Party Transaction [Domain]", "documentation": "Transaction between related party." } } }, "auth_ref": [] }, "us-gaap_RelatedPartyTransactionsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionsAbstract", "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "auth_ref": [] }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "presentation": [ "http://www.onds.com/role/IncomeTaxesDetails", "http://www.onds.com/role/IntangibleAssetsDetails", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Related Party, Type [Axis]", "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests." } } }, "auth_ref": [ "r510", "r677", "r678", "r692", "r693", "r694", "r695", "r696", "r697", "r698", "r699", "r700", "r701", "r702", "r703", "r793", "r794", "r795", "r796", "r797", "r819", "r821", "r853", "r1189" ] }, "onds_RelatedPartyTransactionsDetailsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RelatedPartyTransactionsDetailsLineItems", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "label": "Related Party Transactions (Details) [Line Items]" } } }, "auth_ref": [] }, "onds_RelatedPartyTransactionsDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RelatedPartyTransactionsDetailsTable", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "label": "Related Party Transactions (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionsDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/RelatedPartyTransactions" ], "lang": { "en-us": { "role": { "terseLabel": "RELATED PARTY TRANSACTIONS", "label": "Related Party Transactions Disclosure [Text Block]", "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates." } } }, "auth_ref": [ "r674", "r675", "r676", "r678", "r679", "r767", "r768", "r769", "r827", "r828", "r829", "r850", "r852" ] }, "onds_RemainingDeferredOfferingCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RemainingDeferredOfferingCosts", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Remaining deferred offering costs", "documentation": "Specific incremental costs directly attributable to a proposed or actual offering of securities which are deferred at the end of the reporting period.", "label": "Remaining Deferred Offering Costs" } } }, "auth_ref": [] }, "us-gaap_RepaymentsOfConvertibleDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RepaymentsOfConvertibleDebt", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 8.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Payments on loan payable", "label": "Repayments of Convertible Debt", "documentation": "The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder." } } }, "auth_ref": [ "r46" ] }, "us-gaap_RepaymentsOfNotesPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RepaymentsOfNotesPayable", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 6.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "negatedLabel": "Payments on convertible notes payable", "label": "Repayments of Notes Payable", "documentation": "The cash outflow for a borrowing supported by a written promise to pay an obligation." } } }, "auth_ref": [ "r46" ] }, "us-gaap_RepaymentsOfSeniorDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RepaymentsOfSeniorDebt", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Repayment on liability", "label": "Repayments of Senior Debt", "documentation": "The cash outflow for a long-term debt where the holder has highest claim on the entity's asset in case of bankruptcy or liquidation during the period." } } }, "auth_ref": [ "r46" ] }, "onds_ResearchAndDevelopment": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ResearchAndDevelopment", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Research and development", "documentation": "The amount of research and development.", "label": "Research And Development" } } }, "auth_ref": [] }, "us-gaap_ResearchAndDevelopmentExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ResearchAndDevelopmentExpense", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Research and development", "label": "Research and Development Expense", "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use." } } }, "auth_ref": [ "r130", "r572", "r1200" ] }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ResearchAndDevelopmentExpensePolicy", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Research and Development", "label": "Research and Development Expense, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process." } } }, "auth_ref": [ "r571" ] }, "us-gaap_ResearchAndDevelopmentExpenseSoftwareExcludingAcquiredInProcessCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ResearchAndDevelopmentExpenseSoftwareExcludingAcquiredInProcessCost", "crdr": "debit", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Research and development amounts", "label": "Research and Development Expense, Software (Excluding Acquired in Process Cost)", "documentation": "Research and development expense during the period related to the costs of developing and achieving technological feasibility of a computer software product to be sold, leased, or otherwise marketed." } } }, "auth_ref": [ "r131", "r1172" ] }, "ecd_RestatementDateAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "RestatementDateAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Restatement Determination Date [Axis]", "terseLabel": "Restatement Determination Date:" } } }, "auth_ref": [ "r976", "r988", "r1004", "r1032" ] }, "ecd_RestatementDeterminationDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "RestatementDeterminationDate", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Restatement Determination Date", "terseLabel": "Restatement Determination Date" } } }, "auth_ref": [ "r977", "r989", "r1005", "r1033" ] }, "ecd_RestatementDoesNotRequireRecoveryTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "RestatementDoesNotRequireRecoveryTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Restatement Does Not Require Recovery [Text Block]", "terseLabel": "Restatement does not require Recovery" } } }, "auth_ref": [ "r984", "r996", "r1012", "r1040" ] }, "us-gaap_RestrictedCash": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RestrictedCash", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Restricted cash", "label": "Restricted Cash", "documentation": "Amount of cash restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits." } } }, "auth_ref": [ "r1086", "r1099", "r1201", "r1204" ] }, "us-gaap_RestrictedCashCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RestrictedCashCurrent", "crdr": "debit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Cash and restricted cash", "label": "Restricted Cash, Current", "documentation": "Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits." } } }, "auth_ref": [ "r1086", "r1099" ] }, "us-gaap_RestrictedCashNatureOfRestrictionDescription": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RestrictedCashNatureOfRestrictionDescription", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Restricted stock description", "label": "Restricted Cash, Nature of Restriction, Description", "documentation": "Description of nature and provision of restrictions as to withdrawal or usage on cash." } } }, "auth_ref": [ "r18" ] }, "us-gaap_RestrictedStockMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RestrictedStockMember", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "terseLabel": "Restricted stock units [Member]", "label": "Restricted Stock [Member]", "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met." } } }, "auth_ref": [ "r55" ] }, "us-gaap_RestrictedStockUnitsRSUMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RestrictedStockUnitsRSUMember", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable", "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Restricted Stock Units (RSUs) [Member]", "label": "Restricted Stock Units (RSUs) [Member]", "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met." } } }, "auth_ref": [] }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RetainedEarningsAccumulatedDeficit", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Accumulated deficit", "label": "Retained Earnings (Accumulated Deficit)", "documentation": "Amount of accumulated undistributed earnings (deficit)." } } }, "auth_ref": [ "r143", "r186", "r715", "r751", "r756", "r765", "r802", "r944" ] }, "us-gaap_RetainedEarningsAppropriated": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RetainedEarningsAppropriated", "crdr": "credit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accumulated deficit", "label": "Retained Earnings, Appropriated", "documentation": "A segregation of retained earnings which is unavailable for dividend distribution. Includes also retained earnings appropriated for loss contingencies." } } }, "auth_ref": [ "r86", "r87", "r150", "r278", "r714" ] }, "us-gaap_RetainedEarningsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RetainedEarningsMember", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Accumulated Deficit", "label": "Retained Earnings [Member]", "documentation": "Accumulated undistributed earnings (deficit)." } } }, "auth_ref": [ "r238", "r283", "r284", "r285", "r288", "r296", "r298", "r371", "r377", "r562", "r563", "r564", "r588", "r589", "r613", "r616", "r617", "r620", "r630", "r747", "r749", "r771", "r1214" ] }, "us-gaap_RetirementPlanTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RetirementPlanTypeAxis", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Retirement Plan Type [Axis]", "documentation": "Information by type of retirement benefit plan. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement." } } }, "auth_ref": [ "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477", "r478", "r479", "r480", "r481", "r482", "r483", "r484", "r485", "r486", "r487", "r488", "r489", "r490", "r491", "r492", "r493", "r494", "r495", "r496", "r497", "r498", "r499", "r500", "r501", "r502", "r503", "r504", "r505", "r506", "r507", "r508", "r509", "r510", "r511", "r512", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521", "r522", "r523", "r524", "r525", "r528", "r932", "r933", "r934", "r935", "r936", "r937", "r938", "r939" ] }, "us-gaap_RetirementPlanTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RetirementPlanTypeDomain", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Retirement Plan Type [Domain]", "documentation": "Type of plan designed to provide participants with retirement benefits. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement." } } }, "auth_ref": [ "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477", "r478", "r479", "r480", "r481", "r482", "r483", "r484", "r485", "r486", "r487", "r488", "r489", "r490", "r491", "r492", "r493", "r494", "r495", "r496", "r497", "r498", "r499", "r500", "r501", "r502", "r503", "r504", "r505", "r506", "r507", "r508", "r509", "r510", "r511", "r512", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521", "r522", "r523", "r524", "r525", "r528", "r932", "r933", "r934", "r935", "r936", "r937", "r938", "r939" ] }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RevenueRecognitionPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue Recognition", "label": "Revenue [Policy Text Block]", "documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources." } } }, "auth_ref": [ "r825", "r899", "r909" ] }, "us-gaap_Revenues": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Revenues", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_GrossProfit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement", "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Revenues, net", "verboseLabel": "Disaggregate revenue", "label": "Revenues", "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss)." } } }, "auth_ref": [ "r267", "r279", "r321", "r322", "r339", "r344", "r345", "r351", "r353", "r355", "r367", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r636", "r707", "r1138" ] }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Operating leases right-of-use assets obtained in exchange of lease liabilities", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability." } } }, "auth_ref": [ "r667", "r943" ] }, "onds_RoyaltyPaymentsPercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "RoyaltyPaymentsPercentage", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Royalty payments percentage", "documentation": "Percentage royalty payments.", "label": "Royalty Payments Percentage" } } }, "auth_ref": [] }, "ecd_Rule10b51ArrAdoptedFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "Rule10b51ArrAdoptedFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Rule 10b5-1 Arrangement Adopted [Flag]", "terseLabel": "Rule 10b5-1 Arrangement Adopted" } } }, "auth_ref": [ "r1049" ] }, "ecd_Rule10b51ArrTrmntdFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "Rule10b51ArrTrmntdFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Rule 10b5-1 Arrangement Terminated [Flag]", "terseLabel": "Rule 10b5-1 Arrangement Terminated" } } }, "auth_ref": [ "r1049" ] }, "onds_SaleOfRedeemablePreferredStockInOndasNetworks": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SaleOfRedeemablePreferredStockInOndasNetworks", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Sale of redeemable preferred stock in Ondas Networks, net of issuance costs (in Shares)", "documentation": "Sale of redeemable preferred stock in ondas networks, net of issuance costs.", "label": "Sale Of Redeemable Preferred Stock In Ondas Networks" } } }, "auth_ref": [] }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SaleOfStockNameOfTransactionDomain", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "label": "Sale of Stock [Domain]", "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement." } } }, "auth_ref": [] }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "ATM shares", "label": "Sale of Stock, Number of Shares Issued in Transaction", "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction." } } }, "auth_ref": [] }, "us-gaap_SaleOfStockPercentageOfOwnershipAfterTransaction": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SaleOfStockPercentageOfOwnershipAfterTransaction", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ownership percentage", "label": "Sale of Stock, Percentage of Ownership after Transaction", "documentation": "Percentage of subsidiary's or equity investee's stock owned by parent company after stock transaction." } } }, "auth_ref": [] }, "us-gaap_SaleOfStockPricePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SaleOfStockPricePerShare", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Share price per share (in Dollars per share)", "verboseLabel": "Average price per share (in Dollars per share)", "netLabel": "Exercise price", "label": "Sale of Stock, Price Per Share", "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction." } } }, "auth_ref": [] }, "us-gaap_SalesRevenueNetMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SalesRevenueNetMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue Benchmark [Member]", "label": "Revenue Benchmark [Member]", "documentation": "Revenue from sale of product and rendering of service and other sources of income, when it serves as benchmark in concentration of risk calculation." } } }, "auth_ref": [ "r355", "r1073" ] }, "srt_ScenarioForecastMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ScenarioForecastMember", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Forecast [Member]", "label": "Forecast [Member]", "documentation": "Information reported for future period. Excludes information expected to be reported in future period for effect on historical fact." } } }, "auth_ref": [ "r527", "r1083", "r1108" ] }, "srt_ScenarioUnspecifiedDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ScenarioUnspecifiedDomain", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable", "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable", "http://www.onds.com/role/ScheduleofLeaseCostsTable", "http://www.onds.com/role/ScheduleofOtherLeasesInformationTable", "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Scenario [Domain]", "documentation": "Scenario reported, distinguishing information from actual fact. Includes, but is not limited to, pro forma and forecast. Excludes actual facts." } } }, "auth_ref": [ "r299", "r527", "r1070", "r1108" ] }, "us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "presentation": [ "http://www.onds.com/role/AccruedExpensesandOtherCurrentLiabilitiesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Accrued Expenses and Other Current Liabilities", "label": "Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]", "documentation": "Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses." } } }, "auth_ref": [] }, "onds_ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Accrued Expenses And Other Current Liabilities Abstract" } } }, "auth_ref": [] }, "onds_ScheduleOfAssumptionsUsedInTheBlackScholesModelAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfAssumptionsUsedInTheBlackScholesModelAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Assumptions Used In The Black Scholes Model Abstract" } } }, "auth_ref": [] }, "onds_ScheduleOfCarryingAmountOfGoodwillAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfCarryingAmountOfGoodwillAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Carrying Amount of Goodwill [Abstract]" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "presentation": [ "http://www.onds.com/role/IncomeTaxesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Income Taxes", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years." } } }, "auth_ref": [ "r190" ] }, "onds_ScheduleOfComponentsOfIntangibleAssetsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfComponentsOfIntangibleAssetsAbstract", "lang": { "en-us": { "role": { "label": "Schedule of finite-lived intangible assets [Abstract]" } } }, "auth_ref": [] }, "srt_ScheduleOfCondensedIncomeStatementTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ScheduleOfCondensedIncomeStatementTableTextBlock", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Operating Results", "label": "Condensed Income Statement [Table Text Block]", "documentation": "Tabular disclosure of condensed income statement, including, but not limited to, income statements of consolidated entities and consolidation eliminations." } } }, "auth_ref": [ "r1084", "r1104" ] }, "onds_ScheduleOfConsiderationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfConsiderationAbstract", "lang": { "en-us": { "role": { "label": "Schedule of consideration [Abstract]" } } }, "auth_ref": [] }, "onds_ScheduleOfContractAssetsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfContractAssetsAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Contract Assets Abstract" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "presentation": [ "http://www.onds.com/role/IncomeTaxesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Deferred Tax", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets." } } }, "auth_ref": [ "r189" ] }, "onds_ScheduleOfDilutedNetLossPerShareAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfDilutedNetLossPerShareAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Diluted Net Loss Per Share Abstract" } } }, "auth_ref": [] }, "onds_ScheduleOfDisaggregatedRevenuesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfDisaggregatedRevenuesAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Disaggregated Revenues Abstract" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Diluted Net Loss Per Share", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations." } } }, "auth_ref": [ "r1110" ] }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "presentation": [ "http://www.onds.com/role/IncomeTaxesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Reconciliation of the Provision for Income Taxes", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations." } } }, "auth_ref": [ "r188" ] }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable", "presentation": [ "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable" ], "lang": { "en-us": { "role": { "label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table]", "documentation": "Disclosure of information about amount recognized for award under share-based payment arrangement. Includes, but is not limited to, amount expensed in statement of income or comprehensive income, amount capitalized in statement of financial position, and corresponding reporting line item in financial statements." } } }, "auth_ref": [ "r99" ] }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Stock-Based Compensation Expense for Stock Options", "label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]", "documentation": "Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement." } } }, "auth_ref": [ "r99" ] }, "srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "label": "Investment, Name [Axis]", "documentation": "Information by name of investment including named security. Excludes entity that is consolidated." } } }, "auth_ref": [ "r364", "r365", "r366" ] }, "onds_ScheduleOfEstimatedAmortizationExpenseAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfEstimatedAmortizationExpenseAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Estimated Amortization Expense [Abstract]" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "label": "Schedule of Finite-Lived Intangible Assets [Table]", "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life." } } }, "auth_ref": [ "r71", "r73", "r687" ] }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "presentation": [ "http://www.onds.com/role/IntangibleAssetsTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Components of Intangible Assets", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment." } } }, "auth_ref": [ "r71", "r73" ] }, "onds_ScheduleOfFutureLeasePaymentsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfFutureLeasePaymentsAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Future Lease Payments Abstract" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfGoodwillTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfGoodwillTextBlock", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Carrying Amount of Goodwill", "label": "Schedule of Goodwill [Table Text Block]", "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule." } } }, "auth_ref": [ "r917", "r1118", "r1119", "r1120", "r1121", "r1122", "r1123", "r1124", "r1125", "r1126", "r1127", "r1128" ] }, "onds_ScheduleOfInventoryAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfInventoryAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Inventory [Abstract]" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfInventoryCurrentTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfInventoryCurrentTableTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Inventory", "label": "Schedule of Inventory, Current [Table Text Block]", "documentation": "Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process." } } }, "auth_ref": [ "r23", "r147", "r148", "r149" ] }, "onds_ScheduleOfLeaseCostsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfLeaseCostsAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Lease Costs Abstract" } } }, "auth_ref": [] }, "onds_ScheduleOfLevel3GovernmentGrantLiabilityMeasuredAtFairValueUsingSignificantUnobservableInputsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfLevel3GovernmentGrantLiabilityMeasuredAtFairValueUsingSignificantUnobservableInputsAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Level3 Liabilities that are Required to be Valued at Fair Value [Abstract]" } } }, "auth_ref": [] }, "onds_ScheduleOfOperatingResultsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfOperatingResultsAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Operating Results [Abstract]" } } }, "auth_ref": [] }, "onds_ScheduleOfOptionActivityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfOptionActivityAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Option Activity Abstract" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfOtherAssetsAndOtherLiabilitiesTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfOtherAssetsAndOtherLiabilitiesTableTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Other Leases Information", "label": "Schedule of Other Assets and Other Liabilities [Table Text Block]", "documentation": "Tabular disclosure of assets and liabilities, classified as other." } } }, "auth_ref": [] }, "onds_ScheduleOfOtherCurrentAssetsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfOtherCurrentAssetsAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Other Current Assets [Abstract]" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfOtherCurrentAssetsTableTextBlock", "presentation": [ "http://www.onds.com/role/OtherCurrentAssetsTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Other Current Assets", "label": "Schedule of Other Current Assets [Table Text Block]", "documentation": "Tabular disclosure of the carrying amounts of other current assets." } } }, "auth_ref": [] }, "onds_ScheduleOfOtherLeasesInformationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfOtherLeasesInformationAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Other Leases Information Abstract" } } }, "auth_ref": [] }, "onds_ScheduleOfPropertyAndEquipmentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfPropertyAndEquipmentAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Property And Equipment Abstract" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Table]", "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation." } } }, "auth_ref": [ "r9" ] }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Consideration", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree." } } }, "auth_ref": [ "r192" ] }, "onds_ScheduleOfRestrictedStockUnitActivityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfRestrictedStockUnitActivityAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Restricted Stock Unit Activity [Abstract]" } } }, "auth_ref": [] }, "onds_ScheduleOfRouLeaseAssetsAndLeaseLiabilitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfRouLeaseAssetsAndLeaseLiabilitiesAbstract", "lang": { "en-us": { "role": { "label": "Liabilities [Abstract]" } } }, "auth_ref": [] }, "onds_ScheduleOfSegmentInformationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfSegmentInformationAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Segment Information Abstract" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "label": "Schedule of Segment Reporting Information, by Segment [Table]", "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss." } } }, "auth_ref": [ "r63", "r64", "r65", "r68" ] }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "presentation": [ "http://www.onds.com/role/SegmentInformationTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Segment Information", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss." } } }, "auth_ref": [ "r63", "r64", "r65", "r68" ] }, "us-gaap_ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Restricted Stock Unit Activity", "label": "Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]", "documentation": "Tabular disclosure of the number and weighted-average grant date fair value for restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock units that were granted, vested, or forfeited during the year." } } }, "auth_ref": [ "r97" ] }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Stock Option Activity", "label": "Share-Based Payment Arrangement, Option, Activity [Table Text Block]", "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value." } } }, "auth_ref": [ "r15", "r16", "r97" ] }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Assumptions Used in the Black-Scholes Model", "label": "Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions." } } }, "auth_ref": [ "r187" ] }, "onds_ScheduleOfStockBasedCompensationExpenseForStockOptionsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfStockBasedCompensationExpenseForStockOptionsAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Stock Based Compensation Expense For Stock Options Abstract" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "presentation": [ "http://www.onds.com/role/StockholdersEquityTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Warrants Activity", "label": "Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]", "documentation": "Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable." } } }, "auth_ref": [ "r95" ] }, "onds_ScheduleOfWarrantsActivityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ScheduleOfWarrantsActivityAbstract", "lang": { "en-us": { "role": { "label": "Schedule Of Warrants Activity Abstract" } } }, "auth_ref": [] }, "us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "presentation": [ "http://www.onds.com/role/IntangibleAssetsTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Estimated Amortization Expense", "label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]", "documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets." } } }, "auth_ref": [ "r73" ] }, "onds_SecondInitialPurchaserMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SecondInitialPurchaserMember", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Second Initial Purchaser [Member]", "label": "Second Initial Purchaser Member" } } }, "auth_ref": [] }, "dei_Security12bTitle": { "xbrltype": "securityTitleItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "Security12bTitle", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Title of 12(b) Security", "documentation": "Title of a 12(b) registered security." } } }, "auth_ref": [ "r960" ] }, "dei_Security12gTitle": { "xbrltype": "securityTitleItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "Security12gTitle", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Title of 12(g) Security", "documentation": "Title of a 12(g) registered security." } } }, "auth_ref": [ "r964" ] }, "us-gaap_SecurityDeposit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SecurityDeposit", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Security deposit amount", "label": "Security Deposit", "documentation": "The amount of an asset, typically cash, provided to a counterparty to provide certain assurance of performance by the entity pursuant to the terms of a written or oral agreement, such as a lease." } } }, "auth_ref": [ "r1087" ] }, "dei_SecurityExchangeName": { "xbrltype": "edgarExchangeCodeItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "SecurityExchangeName", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Security Exchange Name", "documentation": "Name of the Exchange on which a security is registered." } } }, "auth_ref": [ "r963" ] }, "dei_SecurityReportingObligation": { "xbrltype": "securityReportingObligationItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "SecurityReportingObligation", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Security Reporting Obligation", "documentation": "15(d), indicating whether the security has a reporting obligation under that section of the Exchange Act." } } }, "auth_ref": [ "r968" ] }, "us-gaap_SegmentDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SegmentDomain", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "label": "Segments [Domain]", "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity." } } }, "auth_ref": [ "r317", "r320", "r321", "r322", "r323", "r324", "r325", "r326", "r327", "r328", "r329", "r330", "r331", "r339", "r340", "r341", "r342", "r343", "r344", "r345", "r346", "r347", "r349", "r355", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r406", "r407", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r917", "r1078", "r1205" ] }, "srt_SegmentGeographicalDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "SegmentGeographicalDomain", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails", "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "label": "Geographical [Domain]", "documentation": "Geographical area." } } }, "auth_ref": [ "r226", "r227", "r228", "r229", "r230", "r231", "r232", "r233", "r234", "r353", "r354", "r785", "r786", "r787", "r857", "r860", "r865", "r877", "r887", "r888", "r889", "r890", "r891", "r892", "r893", "r894", "r895", "r901", "r926", "r949", "r1144", "r1205" ] }, "us-gaap_SegmentReportingAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SegmentReportingAbstract", "lang": { "en-us": { "role": { "label": "Segment Information [Abstract]" } } }, "auth_ref": [] }, "us-gaap_SegmentReportingDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SegmentReportingDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/SegmentInformation" ], "lang": { "en-us": { "role": { "terseLabel": "SEGMENT INFORMATION", "label": "Segment Reporting Disclosure [Text Block]", "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments." } } }, "auth_ref": [ "r316", "r317", "r318", "r319", "r320", "r332", "r343", "r347", "r348", "r349", "r350", "r351", "r352", "r355" ] }, "us-gaap_SegmentReportingInformationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SegmentReportingInformationLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "label": "Segment Reporting Information [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SegmentReportingPolicyPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Segment Information", "label": "Segment Reporting, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for segment reporting." } } }, "auth_ref": [ "r333", "r334", "r335", "r336", "r337", "r338", "r353", "r913" ] }, "us-gaap_SellingAndMarketingExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SellingAndMarketingExpense", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Sales and marketing", "label": "Selling and Marketing Expense", "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services." } } }, "auth_ref": [] }, "onds_SeniorConvertiblePercentage": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SeniorConvertiblePercentage", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Senior convertible percentage", "documentation": "Senior convertible percentage.", "label": "Senior Convertible Percentage" } } }, "auth_ref": [] }, "us-gaap_SeriesAPreferredStockMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SeriesAPreferredStockMember", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Series A Preferred Stock", "verboseLabel": "Series A Preferred Stock [Member]", "label": "Series A Preferred Stock [Member]", "documentation": "Series A preferred stock." } } }, "auth_ref": [ "r1089", "r1090", "r1142" ] }, "us-gaap_SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable", "http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Business Combination [Member]", "label": "Series of Individually Immaterial Business Acquisitions [Member]", "documentation": "Represents the aggregation and reporting of combined amounts of individually immaterial business combinations that were completed during the period." } } }, "auth_ref": [ "r106" ] }, "onds_ServiceAndSubscriptionRevenueMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ServiceAndSubscriptionRevenueMember", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Service and subscription revenue [Member]", "label": "Service And Subscription Revenue Member" } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensation", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedCashFlow": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 11.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total stock-based expense related to options", "terseLabel": "Stock-based compensation", "label": "Share-Based Payment Arrangement, Noncash Expense", "documentation": "Amount of noncash expense for share-based payment arrangement." } } }, "auth_ref": [ "r7" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "presentation": [ "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Number of Shares Under Warrant, Granted", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period", "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan)." } } }, "auth_ref": [ "r547" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable" ], "lang": { "en-us": { "role": { "terseLabel": "Dividend yield", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term." } } }, "auth_ref": [ "r558" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable" ], "lang": { "en-us": { "role": { "terseLabel": "Volatility", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period." } } }, "auth_ref": [ "r557" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable" ], "lang": { "en-us": { "role": { "terseLabel": "Risk-free interest rate", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares." } } }, "auth_ref": [ "r559" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable", "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable", "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r530", "r531", "r532", "r533", "r534", "r536", "r537", "r538", "r539", "r540", "r541", "r542", "r543", "r544", "r545", "r546", "r547", "r548", "r549", "r550", "r551", "r552", "r553", "r556", "r557", "r558", "r559", "r560" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExpirations": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExpirations", "presentation": [ "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Number of Shares Under Warrant, Expired", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Expirations", "documentation": "Number of shares under non-option equity instrument agreements for which rights to exercise lapsed." } } }, "auth_ref": [ "r14" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber", "presentation": [ "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Number of Shares Under Warrant, beginning balance", "periodEndLabel": "Number of Shares Under Warrant, ending balance", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number", "documentation": "Number of equity instruments other than options outstanding, including both vested and non-vested instruments." } } }, "auth_ref": [ "r12", "r13" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "RSUs grant shares", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant", "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable." } } }, "auth_ref": [ "r96" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable", "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Number of Shares Under Option, Canceled", "negatedTerseLabel": "RSUs Cancelled", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period", "documentation": "For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired." } } }, "auth_ref": [ "r1152" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Exercise Price, Canceled", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price", "documentation": "Weighted average price of options that were either forfeited or expired." } } }, "auth_ref": [ "r1152" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Number of Shares Under Option, Forfeited", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period", "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan." } } }, "auth_ref": [ "r542" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable", "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Number of Shares Under Option, Granted", "verboseLabel": "RSUs, Granted", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross", "documentation": "Gross number of share options (or share units) granted during the period." } } }, "auth_ref": [ "r540" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable", "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Exercise Price, Granted", "verboseLabel": "Weighted Average Grant Date Fair Value, Granted", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology." } } }, "auth_ref": [ "r550" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Number of Shares Under Option, beginning", "periodEndLabel": "Number of Shares Under Option, ending", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number", "documentation": "Number of options outstanding, including both vested and non-vested options." } } }, "auth_ref": [ "r536", "r537" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecreaseWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecreaseWeightedAverageExercisePrice", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "(in Dollars per share)", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price", "documentation": "Change in the weighted average exercise price of options outstanding." } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Weighted Average Exercise Price, beginning", "periodEndLabel": "Weighted Average Exercise Price, ending", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan." } } }, "auth_ref": [ "r536", "r537" ] }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExercisable": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExercisable", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Number of Shares Under Option, Vested and Exercisable", "documentation": "Number of shares under option, vested and exercisable.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Exercisable" } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue", "crdr": "debit", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Gross proceeds of approximately", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value", "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest exercisable or convertible options. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur." } } }, "auth_ref": [ "r553" ] }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsWeightedAverageExercisePriceVestedAndExercisable": { "xbrltype": "perShareItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsWeightedAverageExercisePriceVestedAndExercisable", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Exercise Price, Vested and Exercisable", "documentation": "Weighted average exercise price, vested and exercisable.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Exercise Price Vested And Exercisable" } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardPerShareWeightedAveragePriceOfSharesPurchased": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPerShareWeightedAveragePriceOfSharesPurchased", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Grant Date Fair Value Cancelled", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased", "documentation": "Per share weighted-average price paid for shares purchased on open market for issuance under share-based payment arrangement." } } }, "auth_ref": [ "r96" ] }, "onds_ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantOutstandingWeightedAverageExercisePrices": { "xbrltype": "perShareItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantOutstandingWeightedAverageExercisePrices", "presentation": [ "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Weighted Average Exercise Price, beginning balance", "periodEndLabel": "Weighted Average Exercise Price, ending balance", "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock warrant plan.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Warrant Outstanding Weighted Average Exercise Prices" } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails", "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "All Award Types", "terseLabel": "All Award Types", "documentation": "Award under share-based payment arrangement." } } }, "auth_ref": [ "r532", "r533", "r534", "r536", "r537", "r538", "r539", "r540", "r541", "r542", "r543", "r544", "r545", "r546", "r547", "r548", "r549", "r550", "r551", "r552", "r553", "r556", "r557", "r558", "r559", "r560" ] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Exercise Price, Exercised", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares." } } }, "auth_ref": [ "r541" ] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice", "presentation": [ "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Exercise Price, beginning balance, Expired", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price", "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired." } } }, "auth_ref": [ "r543" ] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Exercise Price, Forfeited", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated." } } }, "auth_ref": [ "r542" ] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Exercise Price, Granted", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options." } } }, "auth_ref": [ "r540" ] }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Share-Based Compensation", "label": "Share-Based Payment Arrangement [Policy Text Block]", "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost." } } }, "auth_ref": [ "r529", "r535", "r554", "r555", "r556", "r557", "r560", "r565", "r566", "r567", "r568" ] }, "us-gaap_SharePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharePrice", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable" ], "lang": { "en-us": { "role": { "terseLabel": "Stock price (in Dollars per share)", "verboseLabel": "Price per share", "label": "Share Price", "documentation": "Price of a single share of a number of saleable stocks of a company." } } }, "auth_ref": [] }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable" ], "lang": { "en-us": { "role": { "terseLabel": "Expected life in years", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term", "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [ "r556" ] }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Remaining Contractual Life, Vested and Exercisable", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [ "r96" ] }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "RSUs, Unvested balance, beginning", "periodEndLabel": "Shares, Unvested balance, ending", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares", "documentation": "Number of non-vested options outstanding." } } }, "auth_ref": [] }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Weighted Average Grant Date Fair Value, Unvested balance, beginning", "periodEndLabel": "Weighted Average Grant Date Fair Value, Unvested balance, ending", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price", "documentation": "Weighted average grant-date fair value of non-vested options outstanding." } } }, "auth_ref": [] }, "onds_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm": { "xbrltype": "durationItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Remaining Contractual Life, beginning", "documentation": "Weighted average remaining contractual life.", "label": "Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Weighted Average Remaining Contractual Term" } } }, "auth_ref": [] }, "onds_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm1": { "xbrltype": "durationItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm1", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Remaining Contractual Life, ending", "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Weighted Average Remaining Contractual Term1" } } }, "auth_ref": [] }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "RSUs, Vested", "terseLabel": "Common stock vested", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares", "documentation": "Number of options vested." } } }, "auth_ref": [] }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Grant Date Fair Value, Vested", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value", "documentation": "Weighted average grant-date fair value of options vested." } } }, "auth_ref": [] }, "us-gaap_SharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharesIssued", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Share issued (in Shares)", "verboseLabel": "Issued share", "label": "Shares, Issued", "documentation": "Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury." } } }, "auth_ref": [ "r10" ] }, "us-gaap_SharesIssuedPricePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharesIssuedPricePerShare", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails", "http://www.onds.com/role/LongTermEquityInvestmentDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Par value shares (in New Shekels per share)", "verboseLabel": "Par value (in Dollars per share)", "netLabel": "Purchase price paid", "label": "Shares Issued, Price Per Share", "documentation": "Per share or per unit amount of equity securities issued." } } }, "auth_ref": [] }, "us-gaap_SharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SharesOutstanding", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "periodStartLabel": "Balance (in Shares)", "periodEndLabel": "Balance (in Shares)", "label": "Shares, Outstanding", "documentation": "Number of shares issued which are neither cancelled nor held in the treasury." } } }, "auth_ref": [] }, "onds_ShippingAndHandlingPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://www.onds.com/20231231", "localname": "ShippingAndHandlingPolicyTextBlock", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Shipping and Handling", "documentation": "Disclosure of accounting policy for shipping and handling.", "label": "Shipping And Handling Policy Text Block" } } }, "auth_ref": [] }, "us-gaap_ShortTermDebtTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShortTermDebtTypeAxis", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/ScheduleofLevel3GovernmentGrantLiabilityMeasuredatFairValueUsingSignificantUnobservableInputsTable" ], "lang": { "en-us": { "role": { "label": "Short-Term Debt, Type [Axis]", "documentation": "Information by type of short-term debt arrangement." } } }, "auth_ref": [ "r28" ] }, "us-gaap_ShortTermDebtTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShortTermDebtTypeDomain", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "label": "Short-Term Debt, Type [Domain]", "documentation": "Type of short-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing." } } }, "auth_ref": [ "r26" ] }, "us-gaap_ShortTermLeaseCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShortTermLeaseCost", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofLeaseCostsTable": { "parentTag": "us-gaap_LeaseCost", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofLeaseCostsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Short-term lease costs", "label": "Short-Term Lease, Cost", "documentation": "Amount of short-term lease cost, excluding expense for lease with term of one month or less." } } }, "auth_ref": [ "r665", "r943" ] }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SignificantAccountingPoliciesTextBlock", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "SUMMARY OF SIGNIFICANT ACCOUNT POLICIES", "label": "Significant Accounting Policies [Text Block]", "documentation": "The entire disclosure for all significant accounting policies of the reporting entity." } } }, "auth_ref": [ "r170", "r277" ] }, "us-gaap_SoftwareDevelopmentMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SoftwareDevelopmentMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Computer Equipment [Member]", "label": "Software Development [Member]", "documentation": "Internally developed software for sale, licensing or long-term internal use." } } }, "auth_ref": [] }, "onds_SoftwareMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SoftwareMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Software [Member]", "label": "Software Member" } } }, "auth_ref": [] }, "dei_SolicitingMaterial": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "SolicitingMaterial", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Soliciting Material", "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act." } } }, "auth_ref": [ "r969" ] }, "us-gaap_StateAndLocalIncomeTaxExpenseBenefitContinuingOperations": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StateAndLocalIncomeTaxExpenseBenefitContinuingOperations", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofIncomeTaxesTable": { "parentTag": "us-gaap_FederalStateAndLocalIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofIncomeTaxesTable" ], "lang": { "en-us": { "role": { "terseLabel": "State and local", "label": "State and Local Income Tax Expense (Benefit), Continuing Operations", "documentation": "Amount of current and deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current and deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r1103", "r1173", "r1178" ] }, "us-gaap_StatementBusinessSegmentsAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementBusinessSegmentsAxis", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "label": "Segments [Axis]", "documentation": "Information by business segments." } } }, "auth_ref": [ "r241", "r317", "r320", "r321", "r322", "r323", "r324", "r325", "r326", "r327", "r328", "r329", "r330", "r331", "r339", "r340", "r341", "r342", "r343", "r344", "r345", "r346", "r347", "r349", "r355", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r402", "r406", "r407", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r917", "r1078", "r1205" ] }, "us-gaap_StatementClassOfStockAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementClassOfStockAxis", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/IntangibleAssetsDetails", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Class of Stock [Axis]", "documentation": "Information by the different classes of stock of the entity." } } }, "auth_ref": [ "r224", "r253", "r254", "r255", "r279", "r303", "r304", "r307", "r309", "r314", "r315", "r367", "r414", "r416", "r417", "r418", "r421", "r422", "r443", "r444", "r447", "r450", "r456", "r636", "r761", "r762", "r763", "r764", "r771", "r772", "r773", "r774", "r775", "r776", "r777", "r778", "r779", "r780", "r781", "r783", "r801", "r823", "r846", "r878", "r879", "r880", "r881", "r882", "r1069", "r1100", "r1109" ] }, "us-gaap_StatementEquityComponentsAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementEquityComponentsAxis", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails", "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Equity Components [Axis]", "documentation": "Information by component of equity." } } }, "auth_ref": [ "r10", "r39", "r238", "r263", "r264", "r265", "r283", "r284", "r285", "r288", "r296", "r298", "r313", "r371", "r377", "r458", "r562", "r563", "r564", "r588", "r589", "r613", "r615", "r616", "r617", "r618", "r620", "r630", "r645", "r646", "r647", "r648", "r649", "r650", "r673", "r747", "r748", "r749", "r771", "r846" ] }, "srt_StatementGeographicalAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "StatementGeographicalAxis", "presentation": [ "http://www.onds.com/role/PropertyandEquipmentDetails", "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "label": "Geographical [Axis]", "documentation": "Information by geographical components." } } }, "auth_ref": [ "r226", "r235", "r353", "r354", "r785", "r786", "r787", "r857", "r860", "r865", "r877", "r884", "r887", "r888", "r889", "r890", "r891", "r892", "r893", "r894", "r895", "r901", "r926", "r949", "r1144", "r1205" ] }, "us-gaap_StatementLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementLineItems", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "label": "Statement [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r283", "r284", "r285", "r313", "r686", "r759", "r783", "r792", "r793", "r794", "r795", "r796", "r797", "r801", "r804", "r805", "r806", "r807", "r808", "r810", "r811", "r812", "r813", "r815", "r816", "r817", "r818", "r819", "r821", "r825", "r826", "r831", "r832", "r833", "r834", "r835", "r836", "r837", "r838", "r839", "r840", "r841", "r842", "r846", "r950" ] }, "us-gaap_StatementOfCashFlowsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementOfCashFlowsAbstract", "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "auth_ref": [] }, "us-gaap_StatementOfFinancialPositionAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementOfFinancialPositionAbstract", "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "auth_ref": [] }, "us-gaap_StatementOfStockholdersEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementOfStockholdersEquityAbstract", "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "auth_ref": [] }, "srt_StatementScenarioAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "StatementScenarioAxis", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails", "http://www.onds.com/role/ScheduleofAccruedExpensesandOtherCurrentLiabilitiesTable", "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable", "http://www.onds.com/role/ScheduleofLeaseCostsTable", "http://www.onds.com/role/ScheduleofOtherLeasesInformationTable", "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable", "http://www.onds.com/role/StockholdersEquityDetails", "http://www.onds.com/role/SubsequentEventsDetails", "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Scenario [Axis]", "documentation": "Information by scenario reported, distinguishing information from actual fact. Includes, but is not limited to, pro forma and forecast. Excludes actual facts." } } }, "auth_ref": [ "r299", "r527", "r1070", "r1071", "r1108" ] }, "us-gaap_StatementTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementTable", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ConsolidatedBalanceSheet_Parentheticals", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "label": "Statement [Table]", "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed." } } }, "auth_ref": [ "r283", "r284", "r285", "r313", "r686", "r759", "r783", "r792", "r793", "r794", "r795", "r796", "r797", "r801", "r804", "r805", "r806", "r807", "r808", "r810", "r811", "r812", "r813", "r815", "r816", "r817", "r818", "r819", "r821", "r825", "r826", "r831", "r832", "r833", "r834", "r835", "r836", "r837", "r838", "r839", "r840", "r841", "r842", "r846", "r950" ] }, "ecd_StkPrcOrTsrEstimationMethodTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "StkPrcOrTsrEstimationMethodTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "label": "Stock Price or TSR Estimation Method [Text Block]", "terseLabel": "Stock Price or TSR Estimation Method" } } }, "auth_ref": [ "r979", "r991", "r1007", "r1035" ] }, "us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants", "crdr": "credit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "issued common stock warrants", "label": "Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants", "documentation": "Value of preferred stock and warrants for common stock issued." } } }, "auth_ref": [] }, "us-gaap_StockAppreciationRightsSARSMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockAppreciationRightsSARSMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Stock Appreciation Rights (SARs) [Member]", "terseLabel": "Stock Appreciation Rights (SARs)", "documentation": "Right to receive cash or shares equal to appreciation of predetermined number of grantor's shares during predetermined time period." } } }, "auth_ref": [] }, "us-gaap_StockIssued1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssued1", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock and vested stock options in relation to acquisition of Airobotics, Ltd.", "label": "Stock Issued", "documentation": "The fair value of stock issued in noncash financing activities." } } }, "auth_ref": [ "r51", "r52", "r53" ] }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesAcquisitions", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares in connection with acquisition (in Shares)", "label": "Stock Issued During Period, Shares, Acquisitions", "documentation": "Number of shares of stock issued during the period pursuant to acquisitions." } } }, "auth_ref": [ "r140", "r141", "r186" ] }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesConversionOfUnits", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares for payment on convertible debt (in Shares)", "label": "Stock Issued During Period, Shares, Conversion of Units", "documentation": "The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit)." } } }, "auth_ref": [ "r10", "r89", "r140", "r141", "r186" ] }, "us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesIssuedForServices", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Shares issued as per ATM agreement (Net of offering costs) (in Shares)", "label": "Stock Issued During Period, Shares, Issued for Services", "documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders." } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodSharesOther": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesOther", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares in connection with acquisition (in Shares)", "verboseLabel": "Preferred stock shares", "label": "Stock Issued During Period, Shares, Other", "documentation": "Number of shares of stock issued attributable to transactions classified as other." } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodSharesPurchaseOfAssets": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesPurchaseOfAssets", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase shares (in Shares)", "label": "Stock Issued During Period, Shares, Purchase of Assets", "documentation": "Number of shares of stock issued during the period as part of a transaction to acquire assets that do not qualify as a business combination." } } }, "auth_ref": [] }, "onds_StockIssuedDuringPeriodSharesPurchaseOfShares": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "StockIssuedDuringPeriodSharesPurchaseOfShares", "presentation": [ "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Shares purchase", "documentation": "Number of shares of stock issued during the period as part of a transaction to shares purchase.", "label": "Stock Issued During Period Shares Purchase Of Shares" } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardGross", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Delivery of shares for restricted stock units (in Shares)", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Gross", "documentation": "Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards." } } }, "auth_ref": [ "r10", "r186" ] }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable", "http://www.onds.com/role/ShareholdersEquityType2or3", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares upon exercise of options (in Shares)", "negatedLabel": "Number of Shares Under Option, Exercised", "verboseLabel": "Aggregate stock option", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period", "documentation": "Number of share options (or share units) exercised during the current period." } } }, "auth_ref": [ "r10", "r140", "r141", "r186", "r541" ] }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueAcquisitions", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares in connection with acquisition", "label": "Stock Issued During Period, Value, Acquisitions", "documentation": "Value of stock issued pursuant to acquisitions during the period." } } }, "auth_ref": [ "r10", "r39", "r186" ] }, "us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecurities", "crdr": "credit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Redeemable preference shares", "label": "Stock Issued During Period, Value, Conversion of Convertible Securities", "documentation": "The gross value of stock issued during the period upon the conversion of convertible securities." } } }, "auth_ref": [ "r10", "r39", "r186" ] }, "us-gaap_StockIssuedDuringPeriodValueConversionOfUnits": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueConversionOfUnits", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares for payment on convertible debt", "label": "Stock Issued During Period, Value, Conversion of Units", "documentation": "Value of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit)." } } }, "auth_ref": [ "r10", "r39", "r186" ] }, "us-gaap_StockIssuedDuringPeriodValueIssuedForServices": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueIssuedForServices", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Shares issued as per ATM agreement (Net of offering costs)", "label": "Stock Issued During Period, Value, Issued for Services", "documentation": "Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders." } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueNewIssues", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Assumption of vested stock options in connection with acquisition of Airobotics, Ltd.", "label": "Stock Issued During Period, Value, New Issues", "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering." } } }, "auth_ref": [ "r10", "r140", "r141", "r186", "r771", "r846", "r879", "r956" ] }, "us-gaap_StockIssuedDuringPeriodValueOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueOther", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares in connection with acquisition", "label": "Stock Issued During Period, Value, Other", "documentation": "Value of shares of stock issued attributable to transactions classified as other." } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueRestrictedStockAwardGross", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Delivery of shares for restricted stock units", "label": "Stock Issued During Period, Value, Restricted Stock Award, Gross", "documentation": "Aggregate value of stock related to Restricted Stock Awards issued during the period." } } }, "auth_ref": [ "r10", "r140", "r141", "r186" ] }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueShareBasedCompensation", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Stock-based compensation", "label": "Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture", "documentation": "Value, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP)." } } }, "auth_ref": [ "r98", "r140", "r141", "r186" ] }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance of shares upon exercise of options", "label": "Stock Issued During Period, Value, Stock Options Exercised", "documentation": "Value of stock issued as a result of the exercise of stock options." } } }, "auth_ref": [ "r10", "r39", "r186" ] }, "us-gaap_StockOptionExercisePriceDecrease": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockOptionExercisePriceDecrease", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Exercise price ranging (in Dollars per share)", "label": "Stock Option, Exercise Price, Decrease", "documentation": "Per share decrease in exercise price of option. Excludes change due to standard antidilution provision and option granted under share-based payment arrangement." } } }, "auth_ref": [ "r457" ] }, "us-gaap_StockOptionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockOptionMember", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/ScheduleofOptionActivityTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Stock Option [Member]", "label": "Equity Option [Member]", "documentation": "Contracts conveying rights, but not obligations, to buy or sell a specific quantity of stock at a specified price during a specified period (an American option) or at a specified date (a European option)." } } }, "auth_ref": [ "r949" ] }, "onds_StockOptionVested": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "StockOptionVested", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Stock option vested", "documentation": "Stock option vested.", "label": "Stock Option Vested" } } }, "auth_ref": [] }, "onds_StockOptionsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "StockOptionsMember", "presentation": [ "http://www.onds.com/role/ScheduleofStockBasedCompensationExpenseforStockOptionsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Stock Options [Member]", "label": "Stock Options Member" } } }, "auth_ref": [] }, "us-gaap_StockRepurchasedDuringPeriodShares": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockRepurchasedDuringPeriodShares", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock purchase", "label": "Stock Repurchased During Period, Shares", "documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock." } } }, "auth_ref": [ "r10", "r140", "r141", "r186", "r764", "r846", "r881" ] }, "us-gaap_StockholdersEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquity", "crdr": "credit", "calculation": { "http://www.onds.com/role/ConsolidatedBalanceSheet": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet", "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "totalLabel": "Total stockholders\u2019 equity", "periodStartLabel": "Balance", "periodEndLabel": "Balance", "label": "Equity, Attributable to Parent", "documentation": "Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest." } } }, "auth_ref": [ "r141", "r144", "r145", "r172", "r803", "r820", "r847", "r848", "r944", "r957", "r1102", "r1115", "r1183", "r1214" ] }, "us-gaap_StockholdersEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquityAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Stockholders\u2019 Equity", "label": "Equity, Attributable to Parent [Abstract]" } } }, "auth_ref": [] }, "onds_StockholdersEquityDetailsScheduleofAssumptionsUsedintheBlackScholesModelLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "StockholdersEquityDetailsScheduleofAssumptionsUsedintheBlackScholesModelLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable" ], "lang": { "en-us": { "role": { "label": "Schedule of assumptions used in the black-scholes model [Abstract]" } } }, "auth_ref": [] }, "onds_StockholdersEquityDetailsScheduleofAssumptionsUsedintheBlackScholesModelTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "StockholdersEquityDetailsScheduleofAssumptionsUsedintheBlackScholesModelTable", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable" ], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) - Schedule of Assumptions Used in the Black-Scholes Model [Table]" } } }, "auth_ref": [] }, "onds_StockholdersEquityDetailsScheduleofOptionActivityTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "StockholdersEquityDetailsScheduleofOptionActivityTable", "presentation": [ "http://www.onds.com/role/ScheduleofOptionActivityTable" ], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) - Schedule of Option Activity [Table]" } } }, "auth_ref": [] }, "onds_StockholdersEquityDetailsScheduleofRestrictedStockUnitActivityTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "StockholdersEquityDetailsScheduleofRestrictedStockUnitActivityTable", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable" ], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) - Schedule of Restricted Stock Unit Activity [Table]" } } }, "auth_ref": [] }, "onds_StockholdersEquityDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "StockholdersEquityDetailsTable", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_StockholdersEquityNoteAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquityNoteAbstract", "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity [Abstract]" } } }, "auth_ref": [] }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquityNoteDisclosureTextBlock", "presentation": [ "http://www.onds.com/role/StockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "STOCKHOLDERS' EQUITY", "label": "Equity [Text Block]", "documentation": "The entire disclosure for equity." } } }, "auth_ref": [ "r185", "r278", "r442", "r444", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r458", "r621", "r849", "r851", "r883" ] }, "us-gaap_StockholdersEquityNoteStockSplitConversionRatio1": { "xbrltype": "pureItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquityNoteStockSplitConversionRatio1", "presentation": [ "http://www.onds.com/role/GoodwillandBusinessAcquisitionDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Exchange ratio", "label": "Stockholders' Equity Note, Stock Split, Conversion Ratio", "documentation": "Ratio applied to the conversion of stock split, for example but not limited to, one share converted to two or two shares converted to one." } } }, "auth_ref": [ "r22" ] }, "onds_SubscriptionPerShare": { "xbrltype": "perShareItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SubscriptionPerShare", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Subscription per share (in Dollars per share)", "documentation": "Subscription per share.", "label": "Subscription Per Share" } } }, "auth_ref": [] }, "us-gaap_SubsegmentsAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsegmentsAxis", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "label": "Subsegments [Axis]", "documentation": "Information by business subsegments." } } }, "auth_ref": [] }, "us-gaap_SubsegmentsDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsegmentsDomain", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "label": "Subsegments [Domain]", "documentation": "Divisions of a component of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity." } } }, "auth_ref": [] }, "us-gaap_SubsequentEventLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventLineItems", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "label": "Subsequent Events [Line Items]", "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event." } } }, "auth_ref": [ "r651", "r681" ] }, "us-gaap_SubsequentEventsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventsAbstract", "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "auth_ref": [] }, "onds_SubsequentEventsDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SubsequentEventsDetailsTable", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "label": "Subsequent Events (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_SubsequentEventsTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventsTextBlock", "presentation": [ "http://www.onds.com/role/SubsequentEvents" ], "lang": { "en-us": { "role": { "terseLabel": "SUBSEQUENT EVENTS", "label": "Subsequent Events [Text Block]", "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business." } } }, "auth_ref": [ "r680", "r682" ] }, "us-gaap_SubsidiarySaleOfStockAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsidiarySaleOfStockAxis", "presentation": [ "http://www.onds.com/role/LongTermEquityInvestmentDetails", "http://www.onds.com/role/RedeemableNoncontrollingInterestDetails", "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "label": "Sale of Stock [Axis]", "documentation": "Information by type of sale of the entity's stock." } } }, "auth_ref": [] }, "us-gaap_SummaryOfValuationAllowanceTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SummaryOfValuationAllowanceTextBlock", "presentation": [ "http://www.onds.com/role/IncomeTaxesTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Company\u2019s Allowance", "label": "Summary of Valuation Allowance [Table Text Block]", "documentation": "Tabular disclosure of valuation allowances to reduce deferred tax assets to net realizable value, including identification of the deferred tax asset more likely than not will not be fully realized and the corresponding amount of the valuation allowance." } } }, "auth_ref": [ "r100" ] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofDilutedNetLossPerShareLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofDilutedNetLossPerShareLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "label": "Schedule of Diluted Net Loss Per Share [Abstract]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofDilutedNetLossPerShareTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofDilutedNetLossPerShareTable", "presentation": [ "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable" ], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of Diluted Net Loss Per Share [Table]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofFutureLeasePaymentsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofFutureLeasePaymentsLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "label": "Schedule of Future Lease Payments [Abstract]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofFutureLeasePaymentsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofFutureLeasePaymentsTable", "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of Future Lease Payments [Table]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofLeaseCostsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofLeaseCostsLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofLeaseCostsTable" ], "lang": { "en-us": { "role": { "label": "Schedule of lease costs [Abstract]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofLeaseCostsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofLeaseCostsTable", "presentation": [ "http://www.onds.com/role/ScheduleofLeaseCostsTable" ], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of Lease Costs [Table]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofOtherLeasesInformationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofOtherLeasesInformationLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofOtherLeasesInformationTable" ], "lang": { "en-us": { "role": { "label": "Schedule of Other Leases Information [Abstract]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofOtherLeasesInformationTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofOtherLeasesInformationTable", "presentation": [ "http://www.onds.com/role/ScheduleofOtherLeasesInformationTable" ], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of Other Leases Information [Table]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofROULeaseAssetsandLeaseLiabilitiesLineItems": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofROULeaseAssetsandLeaseLiabilitiesLineItems", "presentation": [ "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "label": "Schedule of ROU lease assets and lease liabilities [Abstract]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsScheduleofROULeaseAssetsandLeaseLiabilitiesTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsScheduleofROULeaseAssetsandLeaseLiabilitiesTable", "presentation": [ "http://www.onds.com/role/ScheduleofROULeaseAssetsandLeaseLiabilitiesTable" ], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) - Schedule of ROU Lease Assets and Lease Liabilities [Table]" } } }, "auth_ref": [] }, "onds_SummaryofSignificantAccountPoliciesDetailsTable": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "SummaryofSignificantAccountPoliciesDetailsTable", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "label": "Summary of Significant Account Policies (Details) [Table]" } } }, "auth_ref": [] }, "us-gaap_SupplementalCashFlowInformationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SupplementalCashFlowInformationAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:", "label": "Supplemental Cash Flow Information [Abstract]" } } }, "auth_ref": [] }, "ecd_TabularListTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TabularListTableTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Tabular List [Table Text Block]", "terseLabel": "Tabular List, Table" } } }, "auth_ref": [ "r1028" ] }, "us-gaap_TemporaryEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TemporaryEquityAbstract", "presentation": [ "http://www.onds.com/role/ConsolidatedBalanceSheet" ], "lang": { "en-us": { "role": { "terseLabel": "Temporary Equity", "label": "Temporary Equity [Abstract]" } } }, "auth_ref": [] }, "us-gaap_TemporaryEquityAccretionToRedemptionValueAdjustment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TemporaryEquityAccretionToRedemptionValueAdjustment", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ShareholdersEquityType2or3" ], "lang": { "en-us": { "role": { "negatedLabel": "Accretion of redeemable preferred stock in Ondas Networks", "label": "Temporary Equity, Accretion to Redemption Value, Adjustment", "documentation": "Amount of decrease to net income for accretion of temporary equity to its redemption value to derive net income apportioned to common stockholders." } } }, "auth_ref": [] }, "us-gaap_TemporaryEquityDividendsAdjustment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TemporaryEquityDividendsAdjustment", "crdr": "debit", "calculation": { "http://www.onds.com/role/ConsolidatedIncomeStatement": { "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0, "order": 3.0 } }, "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow", "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Less deemed dividends attributable to accretion of redemption value", "verboseLabel": "Accretion of redeemable preferred stock in Ondas Networks", "label": "Temporary Equity, Dividends, Adjustment", "documentation": "Accretion of temporary equity during the period due to cash, stock, and in-kind dividends. This item is an adjustment to net income necessary to derive net income apportioned to common stockholders and is to be distinguished from Temporary Equity, Accretion of Dividends (Temporary Equity, Accretion of Dividends)." } } }, "auth_ref": [] }, "us-gaap_TemporaryEquityLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TemporaryEquityLineItems", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 Equity [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_TimingOfTransferOfGoodOrServiceAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TimingOfTransferOfGoodOrServiceAxis", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "label": "Timing of Transfer of Good or Service [Axis]", "documentation": "Information by timing of transfer of good or service to customer." } } }, "auth_ref": [ "r930", "r1144" ] }, "us-gaap_TimingOfTransferOfGoodOrServiceDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TimingOfTransferOfGoodOrServiceDomain", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "label": "Timing of Transfer of Good or Service [Domain]", "documentation": "Timing of transfer of good or service to customer. Includes, but is not limited to, at point in time or over time." } } }, "auth_ref": [ "r930", "r1144" ] }, "onds_TotalAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TotalAssets", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofSegmentInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Total assets", "documentation": "The amount of total assets.", "label": "Total Assets" } } }, "auth_ref": [] }, "onds_TotalFutureMinimumLeasePayments": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TotalFutureMinimumLeasePayments", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable": { "parentTag": "onds_FutureMinimumPaymentsReceivable", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofFutureLeasePaymentsTable" ], "lang": { "en-us": { "role": { "totalLabel": "Total future minimum lease payments", "documentation": "Total future minimum lease payments.", "label": "Total Future Minimum Lease Payments" } } }, "auth_ref": [] }, "onds_TotalNetDeferredTaxAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TotalNetDeferredTaxAssets", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable": { "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofDeferredTaxAssetsandDeferredTaxLiabilitiesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Total net deferred tax assets", "documentation": "Total net deferred tax assets.", "label": "Total Net Deferred Tax Assets" } } }, "auth_ref": [] }, "onds_TotalPurchasePriceConsiderations": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TotalPurchasePriceConsiderations", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Total purchase price consideration", "documentation": "Total purchase price consideration.", "label": "Total Purchase Price Considerations" } } }, "auth_ref": [] }, "ecd_TotalShareholderRtnAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TotalShareholderRtnAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Total Shareholder Return Amount", "terseLabel": "Total Shareholder Return Amount" } } }, "auth_ref": [ "r1020" ] }, "ecd_TotalShareholderRtnVsPeerGroupTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TotalShareholderRtnVsPeerGroupTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "label": "Total Shareholder Return Vs Peer Group [Text Block]", "terseLabel": "Total Shareholder Return Vs Peer Group" } } }, "auth_ref": [ "r1027" ] }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TradeAndOtherAccountsReceivablePolicy", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts Receivable", "label": "Accounts Receivable [Policy Text Block]", "documentation": "Disclosure of accounting policy for accounts receivable." } } }, "auth_ref": [ "r206", "r207", "r208", "r358", "r359", "r360" ] }, "us-gaap_TrademarksMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TrademarksMember", "presentation": [ "http://www.onds.com/role/ScheduleofComponentsofIntangibleAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Trademarks [Member]", "label": "Trademarks [Member]", "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style." } } }, "auth_ref": [ "r109" ] }, "us-gaap_TradingActivityByTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TradingActivityByTypeAxis", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Trading Activity [Axis]", "documentation": "Information by type of trading activity." } } }, "auth_ref": [ "r115" ] }, "us-gaap_TradingActivityByTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TradingActivityByTypeDomain", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "Trading Activity, by Type [Domain]", "documentation": "Gains and losses on trading activities (including both derivative and nonderivative instruments) recognized in the statement of financial performance, separately by major types of items (such as fixed income/interest rates, foreign exchange, equity, commodity, and credit)." } } }, "auth_ref": [ "r115" ] }, "ecd_TradingArrAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TradingArrAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Trading Arrangement [Axis]", "terseLabel": "Trading Arrangement:" } } }, "auth_ref": [ "r1048" ] }, "ecd_TradingArrByIndTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TradingArrByIndTable", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Trading Arrangements, by Individual [Table]", "terseLabel": "Trading Arrangements, by Individual" } } }, "auth_ref": [ "r1050" ] }, "dei_TradingSymbol": { "xbrltype": "tradingSymbolItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "TradingSymbol", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Trading Symbol", "documentation": "Trading symbol of an instrument as listed on an exchange." } } }, "auth_ref": [] }, "onds_TransactionAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TransactionAmount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/IntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Transaction amount", "documentation": "Transaction amount.", "label": "Transaction Amount" } } }, "auth_ref": [] }, "onds_TransferToRevenues": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TransferToRevenues", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofContractAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Transfer to revenue", "documentation": "Transfer to revenue.", "label": "Transfer To Revenues" } } }, "auth_ref": [] }, "us-gaap_TransferredAtPointInTimeMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TransferredAtPointInTimeMember", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue recognized point in time [Member]", "label": "Transferred at Point in Time [Member]", "documentation": "Contract with customer in which good or service is transferred at point in time." } } }, "auth_ref": [ "r930" ] }, "us-gaap_TransferredOverTimeMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TransferredOverTimeMember", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue recognized over time [Member]", "label": "Transferred over Time [Member]", "documentation": "Contract with customer in which good or service is transferred over time." } } }, "auth_ref": [ "r930" ] }, "ecd_TrdArrAdoptionDate": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrAdoptionDate", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Trading Arrangement Adoption Date", "terseLabel": "Adoption Date" } } }, "auth_ref": [ "r1051" ] }, "ecd_TrdArrDuration": { "xbrltype": "durationItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrDuration", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Trading Arrangement Duration", "terseLabel": "Arrangement Duration" } } }, "auth_ref": [ "r1052" ] }, "ecd_TrdArrIndName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrIndName", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Trading Arrangement, Individual Name", "terseLabel": "Name" } } }, "auth_ref": [ "r1050" ] }, "ecd_TrdArrIndTitle": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrIndTitle", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Trading Arrangement, Individual Title", "terseLabel": "Title" } } }, "auth_ref": [ "r1050" ] }, "ecd_TrdArrSecuritiesAggAvailAmt": { "xbrltype": "sharesItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrSecuritiesAggAvailAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Trading Arrangement, Securities Aggregate Available Amount", "terseLabel": "Aggregate Available" } } }, "auth_ref": [ "r1053" ] }, "ecd_TrdArrTerminationDate": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrTerminationDate", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "label": "Trading Arrangement Termination Date", "terseLabel": "Termination Date" } } }, "auth_ref": [ "r1051" ] }, "onds_TwoThousandTwentyTwoConvertibleExchangeNotesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TwoThousandTwentyTwoConvertibleExchangeNotesMember", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "2022 Convertible Exchange Notes [Member]", "label": "Two Thousand Twenty Two Convertible Exchange Notes Member" } } }, "auth_ref": [] }, "onds_TypeOfArrangementAndNonarrangementTransactionsAxis": { "xbrltype": "stringItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TypeOfArrangementAndNonarrangementTransactionsAxis", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Type of Arrangement and Non-arrangement Transactions [Axis]", "label": "Type Of Arrangement And Nonarrangement Transactions Axis" } } }, "auth_ref": [] }, "onds_TypeOfArrangementAndNonarrangementTransactionsDomainDomain": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "TypeOfArrangementAndNonarrangementTransactionsDomainDomain", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "label": "TypeOfArrangementAndNonarrangementTransactionsDomain [Domain]" } } }, "auth_ref": [] }, "country_US": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/country/2023", "localname": "US", "presentation": [ "http://www.onds.com/role/ScheduleofDisaggregatedRevenuesTable" ], "lang": { "en-us": { "role": { "terseLabel": "United States [Member]", "label": "UNITED STATES" } } }, "auth_ref": [] }, "us-gaap_UnamortizedDebtIssuanceExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "UnamortizedDebtIssuanceExpense", "crdr": "debit", "presentation": [ "http://www.onds.com/role/LongTermNotesPayableDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Issuance cost", "label": "Unamortized Debt Issuance Expense", "documentation": "The remaining balance of debt issuance expenses that were capitalized and are being amortized against income over the lives of the respective bond issues. This does not include the amounts capitalized as part of the cost of the utility plant or asset." } } }, "auth_ref": [] }, "ecd_UndrlygSecurityMktPriceChngPct": { "xbrltype": "pureItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "UndrlygSecurityMktPriceChngPct", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "label": "Underlying Security Market Price Change, Percent", "terseLabel": "Underlying Security Market Price Change" } } }, "auth_ref": [ "r1047" ] }, "us-gaap_UseOfEstimates": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "UseOfEstimates", "presentation": [ "http://www.onds.com/role/AccountingPoliciesByPolicy" ], "lang": { "en-us": { "role": { "terseLabel": "Use of Estimates", "label": "Use of Estimates, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles." } } }, "auth_ref": [ "r60", "r61", "r62", "r215", "r216", "r219", "r220" ] }, "us-gaap_ValuationAllowanceAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ValuationAllowanceAbstract", "lang": { "en-us": { "role": { "label": "Schedule of Company\u2019s Valuation Allowance [Abstract]" } } }, "auth_ref": [] }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ScheduleofCompanysValuationAllowanceTable" ], "lang": { "en-us": { "role": { "terseLabel": "Change in valuation account", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset." } } }, "auth_ref": [ "r581" ] }, "us-gaap_ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisions": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ValuationAllowanceForImpairmentOfRecognizedServicingAssetsProvisions", "crdr": "credit", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Recognized expense", "label": "Valuation Allowance for Impairment of Recognized Servicing Assets, Additions for Expenses", "documentation": "Amount of increase in the valuation allowance for impairment of contract to service financial assets under which the benefits of servicing are expected to more than adequately compensate the servicer from charges to expense." } } }, "auth_ref": [ "r1199" ] }, "us-gaap_ValueAddedTaxReceivableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ValueAddedTaxReceivableCurrent", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable": { "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofOtherCurrentAssetsTable" ], "lang": { "en-us": { "role": { "terseLabel": "VAT input credit", "label": "Value Added Tax Receivable, Current", "documentation": "Carrying amount as of the balance sheet date of value added taxes due either from customers arising from sales on credit terms, or as previously overpaid to tax authorities. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r1091" ] }, "us-gaap_VariableLeaseCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "VariableLeaseCost", "crdr": "debit", "calculation": { "http://www.onds.com/role/ScheduleofLeaseCostsTable": { "parentTag": "us-gaap_LeaseCost", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.onds.com/role/ScheduleofLeaseCostsTable" ], "lang": { "en-us": { "role": { "terseLabel": "Operating lease expense", "label": "Variable Lease, Cost", "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases." } } }, "auth_ref": [ "r666", "r943" ] }, "onds_VehiclesAndBaseStationsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "VehiclesAndBaseStationsMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Vehicles and Docking Stations [Member]", "label": "Vehicles And Base Stations Member" } } }, "auth_ref": [] }, "us-gaap_VehiclesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "VehiclesMember", "presentation": [ "http://www.onds.com/role/ScheduleofPropertyandEquipmentTable" ], "lang": { "en-us": { "role": { "terseLabel": "Vehicles [Member]", "label": "Vehicles [Member]", "documentation": "Equipment used primarily for road transportation." } } }, "auth_ref": [] }, "onds_VestedShares": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "VestedShares", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Vested shares", "documentation": "Vested shares.", "label": "Vested Shares" } } }, "auth_ref": [] }, "onds_VestedStockOptionShares": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "VestedStockOptionShares", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Vested stock options shares", "documentation": "Vested stock options shares.", "label": "Vested Stock Option Shares" } } }, "auth_ref": [] }, "onds_VestedStockOptions": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "VestedStockOptions", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Vested Stock Options \u2013 773,244 Shares", "documentation": "The amount of vested Stock Options.", "label": "Vested Stock Options" } } }, "auth_ref": [] }, "us-gaap_WarrantMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "WarrantMember", "presentation": [ "http://www.onds.com/role/ScheduleofAssumptionsUsedintheBlackScholesModelTable", "http://www.onds.com/role/ScheduleofDilutedNetLossPerShareTable", "http://www.onds.com/role/ScheduleofWarrantsActivityTable", "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Warrants to purchase common stock [Member]", "verboseLabel": "Warrant [Member]", "netLabel": "Warrants [Member]", "label": "Warrant [Member]", "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount." } } }, "auth_ref": [ "r947", "r948", "r951", "r952", "r953", "r954" ] }, "onds_WarrantToPurchaseSharesOfCommonStock": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WarrantToPurchaseSharesOfCommonStock", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Warrants outstanding to purchase an aggregate", "documentation": "Warrant to purchase shares of common stock.", "label": "Warrant To Purchase Shares Of Common Stock" } } }, "auth_ref": [] }, "onds_WarrantsIssuedInRelationToTheSaleOfRedeemablePreferredStockInOndasNetworks": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WarrantsIssuedInRelationToTheSaleOfRedeemablePreferredStockInOndasNetworks", "crdr": "credit", "presentation": [ "http://www.onds.com/role/ConsolidatedCashFlow" ], "lang": { "en-us": { "role": { "terseLabel": "Warrants in relation to sale of redeemable preferred stock in Ondas Networks", "documentation": "Amount of warrants issued in relation to the sale of redeemable preferred stock in Ondas Networks.", "label": "Warrants Issued In Relation To The Sale Of Redeemable Preferred Stock In Ondas Networks" } } }, "auth_ref": [] }, "onds_WarrantsPurchase": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WarrantsPurchase", "presentation": [ "http://www.onds.com/role/SubsequentEventsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Warrants purchase", "documentation": "Warrants purchase.", "label": "Warrants Purchase" } } }, "auth_ref": [] }, "onds_WarrantsShares": { "xbrltype": "sharesItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WarrantsShares", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Warrants purchase shares", "documentation": "Warrants shares.", "label": "Warrants Shares" } } }, "auth_ref": [] }, "onds_Warrantsamount": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "Warrantsamount", "crdr": "debit", "presentation": [ "http://www.onds.com/role/ScheduleofConsiderationTable" ], "lang": { "en-us": { "role": { "negatedLabel": "Warrants \u2013 586,440 Warrants to purchase shares", "documentation": "The amount of warrants shares value.", "label": "Warrantsamount" } } }, "auth_ref": [] }, "onds_WeightedAverageDiscountRateOperatingLease": { "xbrltype": "percentItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WeightedAverageDiscountRateOperatingLease", "presentation": [ "http://www.onds.com/role/ScheduleofOtherLeasesInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted average discount rate \u2013 operating lease", "documentation": "Weighted average discount rate operating lease.", "label": "Weighted Average Discount Rate Operating Lease" } } }, "auth_ref": [] }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement_Parentheticals" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted average number of common shares outstanding, diluted", "label": "Weighted Average Number of Shares Outstanding, Diluted", "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period." } } }, "auth_ref": [ "r302", "r309" ] }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "presentation": [ "http://www.onds.com/role/ConsolidatedIncomeStatement" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted average number of common shares outstanding, basic (in Shares)", "label": "Weighted Average Number of Shares Outstanding, Basic", "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period." } } }, "auth_ref": [ "r300", "r309" ] }, "onds_WeightedAverageRemainingContractualLifeBeginningBalance": { "xbrltype": "durationItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WeightedAverageRemainingContractualLifeBeginningBalance", "presentation": [ "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Remaining Contractual Life, beginning balance", "documentation": "Weighted average remaining contractual life, beginning balance.", "label": "Weighted Average Remaining Contractual Life Beginning Balance" } } }, "auth_ref": [] }, "onds_WeightedAverageRemainingContractualLifeEndingBalance": { "xbrltype": "durationItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WeightedAverageRemainingContractualLifeEndingBalance", "presentation": [ "http://www.onds.com/role/ScheduleofWarrantsActivityTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Remaining Contractual Life, ending balance", "documentation": "Weighted Average Remaining Contractual Life, ending balance.", "label": "Weighted Average Remaining Contractual Life Ending Balance" } } }, "auth_ref": [] }, "onds_WeightedAverageRemainingLeaseTerminYearsOperatingLease": { "xbrltype": "durationItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WeightedAverageRemainingLeaseTerminYearsOperatingLease", "presentation": [ "http://www.onds.com/role/ScheduleofOtherLeasesInformationTable" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted average remaining lease term (in years)- operating lease", "documentation": "Weighted average remaining lease term (in years)- operating lease.", "label": "Weighted Average Remaining Lease Termin Years Operating Lease" } } }, "auth_ref": [] }, "onds_WeightedAverageVestingPeriodYear": { "xbrltype": "durationItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WeightedAverageVestingPeriodYear", "presentation": [ "http://www.onds.com/role/ScheduleofRestrictedStockUnitActivityTable" ], "lang": { "en-us": { "role": { "periodStartLabel": "Weighted Average Vesting Period (Years), beginning", "periodEndLabel": "Weighted Average Vesting Period (Years), ending", "documentation": "Weighted Average Vesting Period.", "label": "Weighted Average Vesting Period Year" } } }, "auth_ref": [] }, "onds_WeightedaveragePeriod": { "xbrltype": "durationItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WeightedaveragePeriod", "presentation": [ "http://www.onds.com/role/StockholdersEquityDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted-average period", "documentation": "weighted-average period.", "label": "Weightedaverage Period" } } }, "auth_ref": [] }, "onds_WorkingCapital": { "xbrltype": "monetaryItemType", "nsuri": "http://www.onds.com/20231231", "localname": "WorkingCapital", "crdr": "credit", "presentation": [ "http://www.onds.com/role/DescriptionofBusinessandBasisofPresentationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Working capital", "documentation": "Amount of working capital.", "label": "Working Capital" } } }, "auth_ref": [] }, "dei_WrittenCommunications": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "WrittenCommunications", "presentation": [ "http://xbrl.sec.gov/dei/role/document/Cover" ], "lang": { "en-us": { "role": { "label": "Written Communications", "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act." } } }, "auth_ref": [ "r1059" ] }, "onds_licensesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.onds.com/20231231", "localname": "licensesMember", "presentation": [ "http://www.onds.com/role/SummaryofSignificantAccountPoliciesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "licenses [Member]", "label": "licenses Member" } } }, "auth_ref": [] } } } }, "std_ref": { "r0": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "4", "SubTopic": "10", "Topic": "360", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482338/360-10-05-4" }, "r1": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "1", "SubTopic": "20", "Topic": "940", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481913/940-20-25-1" }, "r2": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "13", "SubTopic": "10", "Topic": "480", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481766/480-10-25-13" }, "r3": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "6", "SubTopic": "50", "Topic": "350", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482610/350-50-25-6" }, "r4": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "30", "Paragraph": "1", "SubTopic": "40", "Topic": "350", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482633/350-40-30-1" }, "r5": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "SubTopic": "230", "Topic": "830", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481877/830-230-45-1" }, "r6": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "14", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14" }, "r7": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r8": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r9": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "SubTopic": "10", "Topic": "360", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1" }, "r10": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "SubTopic": "10", "Topic": "505", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-2" }, "r11": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "SubTopic": "10", "Topic": "820", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r12": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(i)", "SubTopic": "10", "Topic": "718", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r13": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(ii)", "SubTopic": "10", "Topic": "718", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r14": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(4)", "SubTopic": "10", "Topic": "718", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r15": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "SubTopic": "10", "Topic": "718", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r16": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)", "SubTopic": "10", "Topic": "718", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r17": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2A", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "718", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2A" }, "r18": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-7" }, "r19": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(22))", "SubTopic": "10", "Topic": "210", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r20": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3A", "Subparagraph": "16(c)", "SubTopic": "10", "Topic": "480", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480244/480-10-S99-3A" }, "r21": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3A", "Subparagraph": "24(b)", "SubTopic": "10", "Topic": "480", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480244/480-10-S99-3A" }, "r22": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "4", "Subparagraph": "(SAB TOPIC 4.C)", "SubTopic": "10", "Topic": "505", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-4" }, "r23": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483489/210-10-50-1" }, "r24": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.12)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r25": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19(a)(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r26": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r27": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19(a),20,24)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r28": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r29": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19,20)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r30": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19-26)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r31": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.20)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r32": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.21)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r33": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r34": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.22(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r35": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.22)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r36": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.24)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r37": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.25)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r38": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.29)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r39": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.29-31)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r40": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.3,4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r41": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.30)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r42": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "13", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-13" }, "r43": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14" }, "r44": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "14", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14" }, "r45": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-15" }, "r46": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "15", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-15" }, "r47": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "25", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-25" }, "r48": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-4" }, "r49": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-1" }, "r50": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-2" }, "r51": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-3" }, "r52": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-4" }, "r53": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-5" }, "r54": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "260", "SubTopic": "10", "Section": "45", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-11" }, "r55": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "260", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1" }, "r56": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "260", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-2" }, "r57": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "18", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-18" }, "r58": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-18" }, "r59": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-20" }, "r60": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-4" }, "r61": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-8" }, "r62": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-9" }, "r63": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "280", "SubTopic": "10", "Section": "50", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r64": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "280", "SubTopic": "10", "Section": "50", "Paragraph": "25", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-25" }, "r65": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "280", "SubTopic": "10", "Section": "50", "Paragraph": "30", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r66": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "330", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483080/330-10-50-1" }, "r67": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "330", "SubTopic": "10", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB TOPIC 5.BB)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480581/330-10-S99-2" }, "r68": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "350", "SubTopic": "20", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r69": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "350", "SubTopic": "30", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482686/350-30-45-1" }, "r70": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "350", "SubTopic": "30", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482686/350-30-45-2" }, "r71": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "350", "SubTopic": "30", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-1" }, "r72": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "350", "SubTopic": "30", "Section": "50", "Paragraph": "2", "Subparagraph": "((a)(1),(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-2" }, "r73": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "350", "SubTopic": "30", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-2" }, "r74": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "350", "SubTopic": "30", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-2" }, "r75": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "360", "SubTopic": "10", "Section": "35", "Paragraph": "44", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482190/360-10-35-44" }, "r76": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "360", "SubTopic": "10", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482130/360-10-45-4" }, "r77": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "360", "SubTopic": "10", "Section": "45", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482130/360-10-45-7" }, "r78": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "360", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1" }, "r79": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "360", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1" }, "r80": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "470", "SubTopic": "20", "Section": "25", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481284/470-20-25-2" }, "r81": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "470", "SubTopic": "20", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-4" }, "r82": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "480", "SubTopic": "10", "Subparagraph": "(12)(c)", "Section": "S99", "Paragraph": "3A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480244/480-10-S99-3A" }, "r83": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "480", "SubTopic": "10", "Subparagraph": "(16)(c)", "Paragraph": "3A", "Section": "S99", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480244/480-10-S99-3A" }, "r84": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "480", "SubTopic": "10", "Subparagraph": "14", "Paragraph": "3A", "Section": "S99", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480244/480-10-S99-3A" }, "r85": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "480", "SubTopic": "10", "Subparagraph": "15", "Paragraph": "3A", "Section": "S99", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480244/480-10-S99-3A" }, "r86": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481142/505-10-45-3" }, "r87": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481142/505-10-45-4" }, "r88": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-11" }, "r89": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-3" }, "r90": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-5" }, "r91": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-5" }, "r92": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-1" }, "r93": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "S99", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-5" }, "r94": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "35", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480483/718-10-35-2" }, "r95": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-1" }, "r96": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r97": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r98": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r99": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r100": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "740", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r101": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "740", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-3" }, "r102": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "740", "SubTopic": "10", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-8" }, "r103": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "05", "Paragraph": "4", "Subparagraph": "(a)-(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479515/805-10-05-4" }, "r104": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-2" }, "r105": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-2" }, "r106": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-3" }, "r107": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "55", "Paragraph": "37", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479303/805-10-55-37" }, "r108": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "20", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479907/805-20-50-1" }, "r109": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "20", "Section": "55", "Paragraph": "14", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479876/805-20-55-14" }, "r110": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "20", "Section": "55", "Paragraph": "20", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479876/805-20-55-20" }, "r111": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4A", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4A" }, "r112": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4B", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4B" }, "r113": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4C", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4C" }, "r114": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4D", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4D" }, "r115": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4F", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4F" }, "r116": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4F", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4F" }, "r117": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4H", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4H" }, "r118": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "820", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-3" }, "r119": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "825", "SubTopic": "10", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-20" }, "r120": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "825", "SubTopic": "10", "Section": "50", "Paragraph": "21", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-21" }, "r121": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "45", "Paragraph": "1A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-1A" }, "r122": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-2" }, "r123": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-3" }, "r124": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-4" }, "r125": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "55", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482949/835-30-55-8" }, "r126": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "210", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03.15(1),(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r127": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "210", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03.15(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r128": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "210", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03.17)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r129": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "825", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480981/942-825-50-1" }, "r130": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "985", "SubTopic": "20", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481283/985-20-50-1" }, "r131": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "985", "SubTopic": "20", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481283/985-20-50-1" }, "r132": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//205/tableOfContent" }, "r133": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5B", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-5B" }, "r134": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 201.5-02(24))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r135": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 201.5-02(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r136": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 201.5-02(26))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r137": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r138": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r139": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r140": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(28))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r141": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(29))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r142": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r143": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r144": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r145": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(31))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r146": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(32))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r147": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r148": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r149": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r150": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-03(30)(a)(3)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r151": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(10))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r152": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(12))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r153": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r154": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r155": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r156": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.1,2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r157": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r158": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r159": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.7(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r160": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.7(c),9(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r161": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.8)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r162": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.9)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r163": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r164": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "12", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-12" }, "r165": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-13" }, "r166": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "13", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-13" }, "r167": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-24" }, "r168": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-25" }, "r169": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r170": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "235", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//235/tableOfContent" }, "r171": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "275", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//275/tableOfContent" }, "r172": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 4.E)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480418/310-10-S99-2" }, "r173": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "330", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 5.BB)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480581/330-10-S99-2" }, "r174": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-2" }, "r175": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-2" }, "r176": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//360/tableOfContent" }, "r177": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482130/360-10-45-15" }, "r178": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1" }, "r179": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-2" }, "r180": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 5.CC)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480091/360-10-S99-2" }, "r181": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "440", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//440/tableOfContent" }, "r182": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "470", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//470/tableOfContent" }, "r183": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481284/470-20-25-10" }, "r184": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-5" }, "r185": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//505/tableOfContent" }, "r186": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.3-04)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-1" }, "r187": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "718", "SubTopic": "10", "Subparagraph": "(f)(2)", "Name": "Accounting Standards Codification", "Paragraph": "2", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r188": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Paragraph": "12", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12" }, "r189": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Paragraph": "2", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r190": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Paragraph": "9", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r191": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//805/tableOfContent" }, "r192": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Paragraph": "1", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479907/805-20-50-1" }, "r193": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "38", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479876/805-20-55-38" }, "r194": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "810", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//810/tableOfContent" }, "r195": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "815", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "15", "Paragraph": "83", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480647/815-10-15-83" }, "r196": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(11))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r197": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(13))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r198": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(16))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r199": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r200": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(13)(f))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r201": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(15))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r202": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r203": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04.2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r204": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04.8)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r205": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04.9)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r206": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11B", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "310", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-11B" }, "r207": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(d)", "SubTopic": "10", "Topic": "310", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-15" }, "r208": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "SubTopic": "10", "Topic": "310", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-6" }, "r209": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "840", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481178/840-20-25-17" }, "r210": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "840", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481178/840-20-25-2" }, "r211": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Subparagraph": "(a)", "SubTopic": "20", "Topic": "740", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482659/740-20-45-2" }, "r212": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "SubTopic": "210", "Topic": "946", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480555/946-210-45-20" }, "r213": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "6", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "270", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482989/270-10-45-6" }, "r214": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "SubTopic": "35", "Topic": "720", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483406/720-35-50-1" }, "r215": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1" }, "r216": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1" }, "r217": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1" }, "r218": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "SubTopic": "360", "Topic": "958", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480321/958-360-50-1" }, "r219": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-11" }, "r220": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-12" }, "r221": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "SubTopic": "360", "Topic": "958", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480321/958-360-50-6" }, "r222": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "SubTopic": "360", "Topic": "958", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480321/958-360-50-7" }, "r223": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h))", "SubTopic": "10", "Topic": "235", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r224": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(a)", "Publisher": "SEC" }, "r225": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(b)", "Subparagraph": "(1)", "Publisher": "SEC" }, "r226": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Footnote": "2", "Publisher": "SEC" }, "r227": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column B", "Publisher": "SEC" }, "r228": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column C", "Publisher": "SEC" }, "r229": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column D", "Publisher": "SEC" }, "r230": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column E", "Publisher": "SEC" }, "r231": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column F", "Publisher": "SEC" }, "r232": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column G", "Publisher": "SEC" }, "r233": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column H", "Publisher": "SEC" }, "r234": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column I", "Publisher": "SEC" }, "r235": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "29", "Footnote": "4", "Publisher": "SEC" }, "r236": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479343/105-10-65-6" }, "r237": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479343/105-10-65-6" }, "r238": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479343/105-10-65-6" }, "r239": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479343/105-10-65-6" }, "r240": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479343/105-10-65-6" }, "r241": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-1" }, "r242": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-7" }, "r243": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1" }, "r244": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-5" }, "r245": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483489/210-10-50-1" }, "r246": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(12))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r247": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(13))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r248": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(14))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r249": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(15))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r250": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(16))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r251": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r252": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(18))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r253": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(27)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r254": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(28))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r255": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(29))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r256": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r257": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r258": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r259": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r260": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-1A" }, "r261": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-1B" }, "r262": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-1" }, "r263": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-4" }, "r264": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-5" }, "r265": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-6" }, "r266": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(210.5-03(11))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r267": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r268": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r269": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SAB Topic 6.B)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-5" }, "r270": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "14", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14" }, "r271": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "17", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-17" }, "r272": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-2" }, "r273": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-24" }, "r274": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-25" }, "r275": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-2" }, "r276": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-8" }, "r277": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-1" }, "r278": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(e)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r279": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r280": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r281": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r282": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-04(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-3" }, "r283": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "23", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-23" }, "r284": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-24" }, "r285": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-5" }, "r286": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-6" }, "r287": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-1" }, "r288": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-1" }, "r289": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-1" }, "r290": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-1" }, "r291": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-11" }, "r292": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-11" }, "r293": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-3" }, "r294": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-4" }, "r295": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-7" }, "r296": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-7" }, "r297": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-8" }, "r298": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-9" }, "r299": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SAB Topic 11.M.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480530/250-10-S99-5" }, "r300": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-10" }, "r301": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-11" }, "r302": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-16" }, "r303": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-2" }, "r304": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-3" }, "r305": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B" }, "r306": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B" }, "r307": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B" }, "r308": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-7" }, "r309": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1" }, "r310": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1" }, "r311": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482635/260-10-55-15" }, "r312": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "270", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482964/270-10-50-6A" }, "r313": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483014/272-10-45-1" }, "r314": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482987/272-10-50-1" }, "r315": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482987/272-10-50-3" }, "r316": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//280/tableOfContent" }, "r317": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-15" }, "r318": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-21" }, "r319": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-21" }, "r320": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r321": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r322": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r323": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r324": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r325": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r326": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r327": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r328": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r329": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(j)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r330": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "25", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-25" }, "r331": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "25", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-25" }, "r332": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "26", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-26" }, "r333": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-29" }, "r334": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-29" }, "r335": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-29" }, "r336": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-29" }, "r337": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-29" }, "r338": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-29" }, "r339": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r340": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r341": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r342": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r343": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-31" }, "r344": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r345": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r346": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r347": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r348": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r349": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r350": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "34", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-34" }, "r351": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "40", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-40" }, "r352": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-41" }, "r353": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-41" }, "r354": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-41" }, "r355": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "42", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-42" }, "r356": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481990/310-10-45-2" }, "r357": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481990/310-10-45-9" }, "r358": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-1" }, "r359": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-2" }, "r360": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481569/310-20-50-1" }, "r361": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481925/310-20-65-2" }, "r362": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481925/310-20-65-2" }, "r363": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481664/323-10-45-1" }, "r364": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3" }, "r365": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3" }, "r366": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3" }, "r367": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3" }, "r368": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-4" }, "r369": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-4" }, "r370": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "4", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-4" }, "r371": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "4", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-4" }, "r372": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "4", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-4" }, "r373": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "4", "Subparagraph": "(e)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-4" }, "r374": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-5" }, "r375": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-5" }, "r376": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-5" }, "r377": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-5" }, "r378": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479106/326-30-50-9" }, "r379": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "330", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//330/tableOfContent" }, "r380": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "330", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483080/330-10-50-1" }, "r381": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "330", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483080/330-10-50-4" }, "r382": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "340", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483081/340-30-45-1" }, "r383": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "340", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483054/340-30-50-1" }, "r384": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//350-20/tableOfContent" }, "r385": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482598/350-20-45-1" }, "r386": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482598/350-20-45-2" }, "r387": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r388": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r389": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r390": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r391": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r392": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r393": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r394": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r395": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r396": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-2" }, "r397": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//350-30/tableOfContent" }, "r398": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-1" }, "r399": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-1" }, "r400": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-2" }, "r401": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-2" }, "r402": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-3" }, "r403": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "405", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147477123/405-50-65-1" }, "r404": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "410", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481879/410-20-45-1" }, "r405": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "410", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481850/410-20-50-1" }, "r406": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "420", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482017/420-10-50-1" }, "r407": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "420", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 5.P.4(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479823/420-10-S99-2" }, "r408": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "440", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482648/440-10-50-4" }, "r409": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "440", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482648/440-10-50-4" }, "r410": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-4" }, "r411": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-9" }, "r412": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1" }, "r413": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1" }, "r414": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r415": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r416": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r417": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r418": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r419": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r420": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r421": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r422": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r423": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r424": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r425": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r426": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r427": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r428": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r429": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D" }, "r430": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D" }, "r431": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D" }, "r432": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E" }, "r433": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E" }, "r434": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E" }, "r435": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F" }, "r436": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F" }, "r437": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F" }, "r438": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F" }, "r439": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-4" }, "r440": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-6" }, "r441": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-6" }, "r442": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r443": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r444": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r445": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r446": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r447": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r448": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r449": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14" }, "r450": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14" }, "r451": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14" }, "r452": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "16", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-16" }, "r453": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18" }, "r454": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18" }, "r455": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18" }, "r456": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-2" }, "r457": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-3" }, "r458": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.3-04)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-1" }, "r459": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479837/606-10-45-1" }, "r460": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479837/606-10-45-2" }, "r461": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-5" }, "r462": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-8" }, "r463": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-8" }, "r464": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480535/715-20-45-2" }, "r465": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r466": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r467": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(10)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r468": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r469": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r470": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r471": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(5)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r472": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(6)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r473": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r474": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(8)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r475": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(9)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r476": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r477": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r478": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r479": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r480": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r481": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(5)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r482": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(6)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r483": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r484": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(8)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r485": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r486": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r487": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r488": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r489": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r490": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(A)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r491": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(B)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r492": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(C)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r493": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r494": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r495": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r496": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r497": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r498": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r499": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r500": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r501": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r502": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)(5)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r503": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)(6)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r504": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)(7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r505": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r506": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(j)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r507": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(k)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r508": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(k)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r509": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(k)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r510": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(n)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r511": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(q)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r512": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-2" }, "r513": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r514": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r515": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r516": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r517": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r518": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(5)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r519": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(6)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r520": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r521": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-6" }, "r522": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-8" }, "r523": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "70", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480794/715-70-50-1" }, "r524": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480606/715-80-35-1" }, "r525": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-11" }, "r526": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-5" }, "r527": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-5" }, "r528": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-9" }, "r529": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//718/tableOfContent" }, "r530": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "1D", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480483/718-10-35-1D" }, "r531": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480483/718-10-35-3" }, "r532": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r533": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r534": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r535": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r536": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r537": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r538": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r539": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r540": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r541": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r542": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r543": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(04)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r544": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r545": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r546": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r547": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r548": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r549": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r550": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r551": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r552": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r553": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r554": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r555": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r556": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r557": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r558": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r559": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r560": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(v)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r561": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r562": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "15", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15" }, "r563": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "15", "Subparagraph": "(f)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15" }, "r564": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "15", "Subparagraph": "(f)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15" }, "r565": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.C.Q3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1" }, "r566": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.D.1.Q5)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1" }, "r567": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.D.2.Q6)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1" }, "r568": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.D.3.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1" }, "r569": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.F)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479830/718-10-S99-1" }, "r570": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "720", "SubTopic": "35", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483406/720-35-50-1" }, "r571": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "730", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483044/730-10-05-1" }, "r572": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "730", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482916/730-10-50-1" }, "r573": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//740/tableOfContent" }, "r574": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482525/740-10-45-25" }, "r575": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482525/740-10-45-28" }, "r576": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-10" }, "r577": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12" }, "r578": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-14" }, "r579": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "17", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-17" }, "r580": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-19" }, "r581": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r582": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r583": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-20" }, "r584": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-21" }, "r585": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r586": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482615/740-10-65-8" }, "r587": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482615/740-10-65-8" }, "r588": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482615/740-10-65-8" }, "r589": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(d)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482615/740-10-65-8" }, "r590": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r591": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB TOPIC 6.I.7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r592": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r593": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 11.C)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-2" }, "r594": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "270", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482526/740-270-50-1" }, "r595": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482603/740-30-50-2" }, "r596": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-2" }, "r597": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-2" }, "r598": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479907/805-20-50-5" }, "r599": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479907/805-20-50-5" }, "r600": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479845/805-20-65-3" }, "r601": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479845/805-20-65-3" }, "r602": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "3", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479845/805-20-65-3" }, "r603": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-19" }, "r604": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-25" }, "r605": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-25" }, "r606": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A" }, "r607": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A" }, "r608": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-3" }, "r609": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-3" }, "r610": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r611": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r612": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r613": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r614": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r615": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r616": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r617": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r618": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r619": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(i)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r620": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(i)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r621": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480237/815-40-50-6" }, "r622": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r623": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r624": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r625": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r626": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r627": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r628": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r629": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r630": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r631": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r632": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r633": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-2" }, "r634": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "13", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482477/820-10-65-13" }, "r635": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "13", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482477/820-10-65-13" }, "r636": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-28" }, "r637": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482833/825-10-65-6" }, "r638": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482833/825-10-65-6" }, "r639": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482833/825-10-65-6" }, "r640": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482833/825-10-65-6" }, "r641": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481839/830-10-45-17" }, "r642": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482014/830-20-35-1" }, "r643": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481956/830-20-45-1" }, "r644": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481926/830-20-50-1" }, "r645": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-17" }, "r646": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20" }, "r647": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20" }, "r648": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20" }, "r649": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20" }, "r650": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481674/830-30-50-1" }, "r651": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481674/830-30-50-2" }, "r652": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "832", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483482/832-10-65-1" }, "r653": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "832", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483482/832-10-65-1" }, "r654": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483013/835-20-50-1" }, "r655": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-3" }, "r656": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482900/835-30-50-1" }, "r657": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479832/842-10-65-5" }, "r658": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479832/842-10-65-5" }, "r659": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479832/842-10-65-5" }, "r660": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479832/842-10-65-5" }, "r661": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479041/842-20-45-1" }, "r662": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479041/842-20-45-1" }, "r663": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-1" }, "r664": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-4" }, "r665": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-4" }, "r666": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-4" }, "r667": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(g)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-4" }, "r668": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479773/842-30-50-5" }, "r669": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "848", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483550/848-10-65-2" }, "r670": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "848", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483550/848-10-65-2" }, "r671": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "848", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483550/848-10-65-2" }, "r672": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "848", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)(3)(iii)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483550/848-10-65-2" }, "r673": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "848", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)(3)(iii)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483550/848-10-65-2" }, "r674": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//850/tableOfContent" }, "r675": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r676": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r677": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r678": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r679": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-6" }, "r680": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//855/tableOfContent" }, "r681": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483399/855-10-50-2" }, "r682": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483399/855-10-50-2" }, "r683": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r684": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "910", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482546/910-10-50-6" }, "r685": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "912", "SubTopic": "330", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482105/912-330-50-1" }, "r686": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "924", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 11.L)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479941/924-10-S99-1" }, "r687": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "926", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483154/926-20-50-5" }, "r688": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "926", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483194/926-20-65-2" }, "r689": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "926", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483194/926-20-65-2" }, "r690": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "926", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483194/926-20-65-2" }, "r691": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "928", "SubTopic": "340", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483147/928-340-50-1" }, "r692": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-15" }, "r693": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-15" }, "r694": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-20" }, "r695": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-20" }, "r696": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-28" }, "r697": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-28" }, "r698": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "33", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-33" }, "r699": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "33", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-33" }, "r700": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35A" }, "r701": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35A", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35A" }, "r702": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-8" }, "r703": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-8" }, "r704": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(10)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r705": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r706": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(27))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r707": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-05(b)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479557/942-235-S99-1" }, "r708": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480842/942-360-50-1" }, "r709": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(12))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r710": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r711": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r712": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(21))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r713": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r714": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r715": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r716": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r717": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(8)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r718": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(8)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r719": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r720": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(10))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r721": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(11))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r722": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(16))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r723": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(18))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r724": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r725": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r726": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r727": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column A))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r728": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r729": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column C))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r730": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column D))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r731": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r732": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r733": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column G))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r734": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column H))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r735": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column I))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r736": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column J))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r737": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column K))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-1" }, "r738": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column A))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r739": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r740": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column C))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r741": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column D))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r742": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r743": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r744": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-7A" }, "r745": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r746": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r747": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r748": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(f)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r749": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(f)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r750": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r751": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r752": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r753": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r754": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(2)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r755": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(h)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r756": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(h)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r757": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "825", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479383/944-825-50-1B" }, "r758": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480424/946-10-50-3" }, "r759": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r760": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(h)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r761": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r762": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r763": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r764": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r765": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-11" }, "r766": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-13" }, "r767": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-2" }, "r768": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-5" }, "r769": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-6" }, "r770": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-3" }, "r771": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-4" }, "r772": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-2" }, "r773": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "27", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-27" }, "r774": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r775": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r776": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r777": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r778": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r779": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r780": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r781": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r782": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480555/946-210-45-21" }, "r783": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480555/946-210-45-4" }, "r784": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-1" }, "r785": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-1" }, "r786": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-2" }, "r787": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r788": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r789": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r790": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r791": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r792": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r793": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r794": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r795": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r796": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(13)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r797": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(13)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r798": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(13)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r799": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(14))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r800": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(15))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r801": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(16)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r802": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r803": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r804": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(2)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r805": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(2)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r806": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r807": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r808": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r809": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r810": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r811": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r812": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r813": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(e))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r814": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r815": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r816": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r817": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r818": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(e))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r819": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.6-05(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-2" }, "r820": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.6-05(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-2" }, "r821": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-3" }, "r822": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-7" }, "r823": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483580/946-220-50-3" }, "r824": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(1)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r825": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r826": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r827": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r828": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(e))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r829": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(g)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r830": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r831": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r832": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r833": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r834": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r835": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r836": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r837": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r838": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r839": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r840": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r841": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r842": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r843": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r844": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r845": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(1)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r846": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r847": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r848": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r849": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481062/946-235-50-2" }, "r850": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481062/946-235-50-2" }, "r851": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481062/946-235-50-2" }, "r852": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481062/946-235-50-2" }, "r853": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480833/946-310-45-1" }, "r854": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1" }, "r855": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1" }, "r856": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1" }, "r857": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column C)(Footnote 5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1" }, "r858": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2" }, "r859": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2" }, "r860": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column C)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2" }, "r861": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r862": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 4)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r863": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r864": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r865": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r866": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SX 210.12-13(Column A)(Footnote 3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5" }, "r867": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SX 210.12-13(Column A))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5" }, "r868": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SX 210.12-13(Column G)(Footnote 8))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5" }, "r869": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5B", "Subparagraph": "(SX 210.12-13B(Column E)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5B" }, "r870": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5C", "Subparagraph": "(SX 210.12-13C(Column H)(Footnote 7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5C" }, "r871": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r872": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r873": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r874": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column E)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r875": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column E)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r876": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column E)(Footnote 6)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r877": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column F)(Footnote 7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r878": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-1" }, "r879": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2" }, "r880": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2" }, "r881": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2" }, "r882": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2" }, "r883": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-6" }, "r884": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "948", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479851/948-310-S99-1" }, "r885": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "954", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481027/954-310-50-2" }, "r886": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "954", "SubTopic": "440", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480327/954-440-50-1" }, "r887": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r888": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column C))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r889": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column D))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r890": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r891": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r892": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column G))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r893": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column H))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r894": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column I))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r895": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r896": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "976", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482856/976-310-50-1" }, "r897": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "978", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482707/978-310-50-1" }, "r898": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r899": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(e)", "SubTopic": "10", "Topic": "235", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4" }, "r900": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(a)", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-13H" }, "r901": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(b)", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-13H" }, "r902": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1" }, "r903": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(g)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1" }, "r904": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(g)(5)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1" }, "r905": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r906": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r907": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483444/210-20-55-22" }, "r908": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4" }, "r909": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4" }, "r910": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "52", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482635/260-10-55-52" }, "r911": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r912": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-31" }, "r913": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "47", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482785/280-10-55-47" }, "r914": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "12A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481933/310-10-55-12A" }, "r915": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "340", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482955/340-10-05-5" }, "r916": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "340", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "5", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482955/340-10-05-5" }, "r917": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482548/350-20-55-24" }, "r918": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "420", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481639/420-10-35-4" }, "r919": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r920": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69B" }, "r921": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69C", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69C" }, "r922": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69E", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69E" }, "r923": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69F", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69F" }, "r924": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r925": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r926": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r927": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r928": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r929": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r930": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r931": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r932": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480482/715-20-55-17" }, "r933": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "18", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480482/715-20-55-18" }, "r934": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-11" }, "r935": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-11" }, "r936": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-11" }, "r937": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-6" }, "r938": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-6" }, "r939": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-6" }, "r940": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480547/715-80-55-8" }, "r941": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "4J", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4J" }, "r942": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "4K", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4K" }, "r943": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "53", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479589/842-20-55-53" }, "r944": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481372/852-10-55-10" }, "r945": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479401/944-30-55-2" }, "r946": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "29F", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-29F" }, "r947": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-1" }, "r948": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r949": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480493/946-210-55-1" }, "r950": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480833/946-310-45-1" }, "r951": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1" }, "r952": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2" }, "r953": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 1)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r954": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r955": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-10" }, "r956": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-11" }, "r957": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-12" }, "r958": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "Global LEI Foundation", "URI": "www.leiroc.org", "URIDate": "2013-08-21" }, "r959": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12" }, "r960": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b" }, "r961": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b-2" }, "r962": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b-23" }, "r963": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "d1-1" }, "r964": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "g" }, "r965": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12, 13, 15d" }, "r966": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "13e", "Subsection": "4c" }, "r967": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "14d", "Subsection": "2b" }, "r968": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "15", "Subsection": "d" }, "r969": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Section": "14a", "Number": "240", "Subsection": "12" }, "r970": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 10-K", "Number": "249", "Section": "310" }, "r971": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 10-Q", "Number": "240", "Section": "308", "Subsection": "a" }, "r972": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 10-Q", "Number": "249", "Section": "308", "Subsection": "a" }, "r973": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Number": "249", "Section": "220", "Subsection": "f" }, "r974": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "16", "Subsection": "J", "Paragraph": "a" }, "r975": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1" }, "r976": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i" }, "r977": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "A" }, "r978": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "B" }, "r979": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "C" }, "r980": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "D" }, "r981": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "E" }, "r982": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "ii" }, "r983": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "iii" }, "r984": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "2" }, "r985": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Subsection": "F", "Paragraph": "1", "Subparagraph": "ii", "Section": "6" }, "r986": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Number": "249", "Section": "240", "Subsection": "f" }, "r987": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a" }, "r988": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1" }, "r989": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "i" }, "r990": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "ii" }, "r991": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "iii" }, "r992": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "iv" }, "r993": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "v" }, "r994": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "2" }, "r995": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "3" }, "r996": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "b" }, "r997": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 8-K", "Number": "249", "Section": "308" }, "r998": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form F-3" }, "r999": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-2" }, "r1000": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-3" }, "r1001": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-4" }, "r1002": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-6" }, "r1003": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a" }, "r1004": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1" }, "r1005": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "i" }, "r1006": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "ii" }, "r1007": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "iii" }, "r1008": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "iv" }, "r1009": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "v" }, "r1010": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "2" }, "r1011": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "3" }, "r1012": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "b" }, "r1013": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form S-3" }, "r1014": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Section": "13", "Subsection": "a-1" }, "r1015": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Investment Company Act", "Number": "270" }, "r1016": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v" }, "r1017": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "1" }, "r1018": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "2", "Subparagraph": "ii" }, "r1019": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "2", "Subparagraph": "iii" }, "r1020": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "2", "Subparagraph": "iv" }, "r1021": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "2", "Subparagraph": "vi" }, "r1022": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "3" }, "r1023": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "4" }, "r1024": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "5", "Subparagraph": "i" }, "r1025": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "5", "Subparagraph": "ii" }, "r1026": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "5", "Subparagraph": "iii" }, "r1027": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "5", "Subparagraph": "iv" }, "r1028": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "6" }, "r1029": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "6", "Subparagraph": "i" }, "r1030": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w" }, "r1031": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1" }, "r1032": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i" }, "r1033": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "A" }, "r1034": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "B" }, "r1035": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "C" }, "r1036": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "D" }, "r1037": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "E" }, "r1038": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "ii" }, "r1039": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "iii" }, "r1040": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "2" }, "r1041": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "1" }, "r1042": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2" }, "r1043": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "A" }, "r1044": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "C" }, "r1045": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "D" }, "r1046": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "E" }, "r1047": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "F" }, "r1048": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a" }, "r1049": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "1" }, "r1050": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "2", "Subparagraph": "A" }, "r1051": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "2", "Subparagraph": "B" }, "r1052": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "2", "Subparagraph": "C" }, "r1053": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "2", "Subparagraph": "D" }, "r1054": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "b", "Paragraph": "1" }, "r1055": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-T", "Number": "232", "Section": "313" }, "r1056": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-T", "Number": "232", "Section": "405" }, "r1057": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "405" }, "r1058": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "413", "Subsection": "b" }, "r1059": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "425" }, "r1060": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "462", "Subsection": "b" }, "r1061": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "462", "Subsection": "c" }, "r1062": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "462", "Subsection": "d" }, "r1063": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "462", "Subsection": "e" }, "r1064": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "486", "Subsection": "a" }, "r1065": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "486", "Subsection": "b" }, "r1066": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "7A", "Section": "B", "Subsection": "2" }, "r1067": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Section": "8", "Subsection": "c" }, "r1068": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r1069": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483014/272-10-45-3" }, "r1070": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-10" }, "r1071": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "855", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483399/855-10-50-3" }, "r1072": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "15", "Paragraph": "3", "SubTopic": "10", "Topic": "805", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479455/805-10-15-3" }, "r1073": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-18" }, "r1074": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "SubTopic": "825", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479383/944-825-50-1B" }, "r1075": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)(2)", "SubTopic": "10", "Topic": "805", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-2" }, "r1076": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)(3)", "SubTopic": "10", "Topic": "805", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-2" }, "r1077": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(g)(1)", "SubTopic": "20", "Topic": "842", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-4" }, "r1078": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4H", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-4H" }, "r1079": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "740", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r1080": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "9C", "Subparagraph": "(d)", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-9C" }, "r1081": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Topic": "321", "Publisher": "FASB", "URI": "https://asc.fasb.org//321/tableOfContent" }, "r1082": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Topic": "325", "Publisher": "FASB", "URI": "https://asc.fasb.org//325/tableOfContent" }, "r1083": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "11", "Subsection": "03", "Publisher": "SEC" }, "r1084": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "04", "Paragraph": "(a)", "Publisher": "SEC" }, "r1085": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "205", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483504/205-10-50-1" }, "r1086": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1087": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1088": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1089": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(27)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1090": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(28))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1091": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(3)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1092": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1093": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1094": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1095": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r1096": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-6" }, "r1097": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r1098": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r1099": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-8" }, "r1100": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r1101": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(f))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r1102": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r1103": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r1104": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-04(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-3" }, "r1105": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "23", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-23" }, "r1106": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-24" }, "r1107": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-5" }, "r1108": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-4" }, "r1109": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "55", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-55" }, "r1110": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1" }, "r1111": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-18" }, "r1112": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "320", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//320/tableOfContent" }, "r1113": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-14" }, "r1114": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-9" }, "r1115": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3" }, "r1116": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "340", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483032/340-10-45-1" }, "r1117": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "340", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.A)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480341/340-10-S99-1" }, "r1118": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1119": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1120": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1121": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1122": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1123": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1124": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1125": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1126": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1" }, "r1127": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-1A" }, "r1128": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482573/350-20-50-2" }, "r1129": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482665/350-30-50-3" }, "r1130": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482130/360-10-45-5" }, "r1131": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-2" }, "r1132": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-3" }, "r1133": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "410", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481931/410-30-50-10" }, "r1134": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "420", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482017/420-10-50-1" }, "r1135": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//450/tableOfContent" }, "r1136": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-9" }, "r1137": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1" }, "r1138": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r1139": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r1140": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r1141": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D" }, "r1142": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-2" }, "r1143": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-10" }, "r1144": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-5" }, "r1145": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r1146": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1147": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1148": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1149": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1150": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1151": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1152": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1153": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1154": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1155": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1156": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(04)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1157": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1158": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1159": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1160": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1161": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1162": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1163": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1164": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1165": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1166": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1167": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1168": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1169": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1170": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1171": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(v)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r1172": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "730", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482916/730-10-50-1" }, "r1173": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-10" }, "r1174": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12" }, "r1175": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r1176": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-6" }, "r1177": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r1178": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB TOPIC 6.I.7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r1179": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r1180": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r1181": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r1182": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r1183": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-28" }, "r1184": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-4" }, "r1185": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147478964/842-20-50-6" }, "r1186": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "842", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479341/842-30-25-10" }, "r1187": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "842", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "11", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479341/842-30-25-11" }, "r1188": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-2" }, "r1189": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-3" }, "r1190": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481435/852-10-45-11" }, "r1191": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481404/852-10-50-7" }, "r1192": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481404/852-10-50-7" }, "r1193": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r1194": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r1195": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r1196": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r1197": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r1198": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r1199": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r1200": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "912", "SubTopic": "730", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482517/912-730-25-1" }, "r1201": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(1)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r1202": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(15)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r1203": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(16)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r1204": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r1205": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479432/944-30-50-2B" }, "r1206": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-6" }, "r1207": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-7A" }, "r1208": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-7B" }, "r1209": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-13H" }, "r1210": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480109/944-80-50-2" }, "r1211": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-4" }, "r1212": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(18))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r1213": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-3" }, "r1214": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r1215": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" } } } ZIP 101 0001213900-24-028244-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001213900-24-028244-xbrl.zip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

  •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

    (%HEZR>12B42P0O6VZ4CZ9$.?TV]"'BPBQ]'?(3;IAZPKRL M\/Z0YJ^LB%(WP&$>N7%;-,B#V DT0[!+,Q@IPE[Z\A9"V ;QO"5^[M09V2O\ MXNI\@((C?>Z]!WB]M.XQ2SX(_I#5$+5I3=W&8I3W33B3!O"M.\8W\SKKZQXF MXJMEL%%#Z,8YID!J9,3'?42T5!Z)=(-G>K,JU_ >Z:^"PA)?1DZ[[=,^*E3: M0XAWJHE9K3>J%M<3(CBXT/7\^K/(C&TU[VT%S?!8SA74=LS#N&5(E"-36W$= M#I08&5TMIEYG>,05TXSR'#7= \ F#>3#95TT/8+WKIHV;B,"GUNS;5[R$0QN M1@5B< V C<'DPV4QN$?P'H/;N)W,8,+0,7M8'N?7:JF P,IE^#2T7<%&]CZC M.PB>T-81ZE"*:6?1 E0K>,]!5@!A['5?R\>XO25J M0+2N,/HQJK\.')WCQK).C)X.W9&&3ZGIYDU>X?(V>IU-13&OY5U/,8*CSRP1 M8VB-@*0L\^(5T?&+<'4Y\;.3GV2AP@Q>2;+B0WXB=]Y:V,-XPH?]#^7-VU$. M+**L%D<R2\DZ7K_9?M$",>D;( \C)C6M^=S.(@:82+8?X_D T8,U9W^ MWD5K/)-KN1M)K=.5#^B-.[?2(:WAW6^F@L)!QX"/EW9W]5FEN;,ZF([UAIU^ M3"WL2!IU_"SZY!EXRDQ_HK!+,XX35K.KJS@-47%LDWAVNMG@T18T$\-:=U;X MA\H@3C7ZD L5_#Y4G.%2/50D]BQE#\_"DW$/%&F^YI%]PJ&OGL2W]]P"S]=F M<1C$*=71KZ?"6(<)Y%-5KZT:K ,$1C_:MX*@A40C(^Q[5 \ "V>V@"/%RH]: M+,P83ZRMVPYU(S"JT_S[M]_]!W)E0@";PT1\>#LNK>]L\_'LLL/ M\UZ%J ^#3MW:?$3UEPO8>7J:-]>W&K>Q>35,F]N]CDI?_>@Y@$U]: M]>ZZV(U1V%H.S;%>Z?"^Z"$>Z"7$NQG(KO8UGVZ-N<'52UY\+NW)EKJX%-,$ MW@]X$S3Z0I=T"'+(K/0>I.+ G290Q8;[J-O^"FKX1NFO44&SD0=(AGJD5^>2 M$@1MDQ7Z+1(?+X'_1N+7C-=C.4[$/&=9_&M$ M'C!#3F_M8+^:O X,W8N]YC?4VF$#EF&ML3&C><&;,#XAPQ5J_ZUW5!N\R/=1 M,G6A2,4",USRJ4)0]!#HK._P(520YBH^^SBL)U[+GI8;7HWAZ-JB4+J)RMH& M(M F%HC.Y%.?&R9):"^M4^_$1^@W^EE0_JLYT4I[[^-T2@-%,=MUDN$K\F,Y M%_>;!3P?!WT([(( GR+Z;;#;PLXAI52TD1Q](C##(=0RS#.H##O'3:%>8^(G M@4DRE "8C<#UQXNX+8Q4 WT*2^J#2[V$ FV(0-F$1+=*KX/$348 MVCZ6Y.LW\#F-\5LA&-&7F$"M4HUL:[=#U2,]^F2YC)+BER@]XNLD>DC2I$H@ M.B JCP6.U]D=WAZ+(LD>WT5E4G[*\H<2%S3E\BH['"OH(Y9MR2A:D&,.;65R M\*9_&YOD=&KP==7 R#*(KK-"TDI(+(6@ (Q8#-'55DA>#]$%47O%G@(69H?, M):'RUIJ%3V.]NQ,",Y<:.0N(/I\B7.JE>*O>X,:E>K9>#;BP0;5^6^+ M/#YN*RBX?$^62K:X=->Y+-T5]'-/'I.AVB9&$+09O_1[UDV)#5#I6#XEU(E+ MHMF"&=_QBODFV1.I7.\V1925.URL=Q_R/%X7?)%9U'2W-;V(TB"0-*+%QH)I M4(R&GV$\R@N3L 4X#0>Q6S[>W DTT.M .XG@1S!'?,#Y8Q$=GI)ME$YV5NGG M]G96:4'0%7*7/E3(C>1G/.1YTQJ4\ M6Q%,L.AZSEB7<[K36>#9KAH+'#@Z&.^WU4O.:[^^0QHQW4LHI7!Z/-_L@#X0)749*6]]LG'!]3 MG.]H _/SO*Q*Q?&FBYF:8!TO(C@5M#I#*IN9^FB;N4432B1F1]_P^;]%;Y!8 M P;151!=IF]<\AZK-9WP-"%=$Y%^;%+6:>MKCN=9-D7K;/X*MH756RF)>4K% M?,O$_.RAK(IH6WVUDJX\VB>GZ,AHV!$0W*T_42#.RA)74'R#_I=D4YKW7G!< MWH^?8F8L9KI&R.+\*F'+4Y,3^X5L8/TJ;YAATGG25AS 0U_*F16D^:^H 2#X M<%AXP,/A1H,=QVZUJ-EQ[!>IO..^TLMNN-C-N_%4[@DO^X^6Y*;0E%?9+B_V M.L?^A!O.M.:B=Y@!\)DN/E;LG2V)I#6_SJO.0=A.VF8V_@3?5_-?9K9U/1E< MYX+?X>;2;YFO]*YR%*49=D[_5O*R=RZ/U;' %)K;B+:&G/F%IEUPR98*'= S MW41L.?[H$@N&](',)EXG;20C5_R9/!1@S'_W&!==N'G#!+O#I:/9'?T;YRO= M(-/>-E9BCZQX>Y9529RD1R@2L" ,'Q#:ZN\[*\Q<7]4U2HXBTF/(]-:R[Z MG6T ?";MAJ^(R)((UD1D4417#1P3/Z? G72&VWCD\:VM!F5^?<>V[M+?VA;X M'=0>T[91O+:_YITSK0;D0OJQV22W17[ 1?4*5?*@> 'D'AYHPO)<.8(N*_I- MPW* 2"/>UWGV^.::J PQVI#?T\K U&P?.K1]!'O;S:W<*#)6ZH1LKW?ZE>8H M;N"ZK%_Y;P[EF2JLCS;DJE+6L&?_EC@>:Y>^WJ>0^RM M &G$3HQ#TL 5$D/#IFP,9JXLOXM'X>S*PN@0B/B\]#U7"JK4MM)8([C&93&3J]\\T%!]CB#MEY6'F@6E6 M\F9TFP3"2I,(82.85(HFV14J;<3KYKB-"J(4/>$*$@X'.-^G7O.KV# * MP&?>.M^TE_PV?#383,(VR6[2\2?XOO)W!>G6]6FAG@%^[]LL\.-W;OF;8;M- M8]*^3+*DPM0J>Y55W"S+@JD_1G_/"UJ/=38__]#5O;K]!P*G*UE$9^%V[V8> MGFZS0G0JQ.KU:@,#0E0B&B<8K2)#(P@XHA[''?1A=6_@9*G (<_FZ1#O+&NH MX9J4=.^+>E=[9;5.O_*BX8 HL]'%:V3\46/8-@C5O%X0Z\)>#R=WN%QB[(QG MU,*\(JX"H/:+.%%KI) :YI[+->*TI,>ZPR[PC+HHM4:-95V-1A^),W%&OI_. MMMOBB./W7PXX*S$DP]'D@_-C45!'3)T3UU,SG4>Z&RR\ >/-DN$+(UTX*9L$ MB5GH&XREY/")6AG;NH?8P&E"&]5]RW33I,0GMY>[X8=94KP"Y-/$XA,Q!X5M MZ"9>1,1@"&GUN9VG,&ZN$L>G^9I4F%:R>M;Q@"(K;T1'P.E2^FH M1?2N<&"AHN61%OV1KY$+7"3/$:1HG.<9W?VS1:D:E_)=B-( BZY:8#T$B3&+ MD",7#K9J ]I0'YDE";VXGO(TQD7)NJWTS\BR/.X/8*,N/Y4X3L!*_2Z-MI_) M)P39\F,>XW1 2LZD*WJL%C@EW%HS8+/&O_[+?WS_W4__B7@''ZW*WZR)8%&4 M9(@LB^BZ;_C"B*X<7-^?1=B:A(+)&32ZNN!$D S3SZ=?U5L>_]20.VC9D;1O MCM*^>:#[IN3[9L_VS2)4[-FD:O(=I#!X3:8MS^$',"SDT;RJAV*XHKR(AD1V M_EDUY5.L*$T[L*C [R(BK=!(CKSSJ+_]#)9YI%ZV=Z_-)SRQ_NPE*N*Y[/H3 M .11+$^'5MMMCHQZ0X6HDS8T>7I'\'9\?T066Y#:83LC:G>PFH?W8I&+[ M=; ^L,!\\BXA?Y[T$:":VE_Z_2CXIM/JV>1(S*XZT)>H?QC$88B2H2/MC'= MJ=M)]!_PU#[+8LA_FBU<:A80O7:MG@$!G;N,'O\P8B'-C.:4KT$7PE@:G]*+ MNXZ_>+\_I/DKQKP3DP;8E$['&UQL\\71(JBB%^5?H;$]KQ_1OK*"!13.(ICH&:6K>C'4U M30/'7$^@J:'S><]-#/M\.U#Y.@JP"V<2Q5:C^!EX,J/U]PZ759%L*QS3CS]E M237+&\JZSJ+<)S9HIWM>-2LA.AK!6J;7U@+?6JXR-.3AY<2!4U3%XT/)6C,. MZ \1,WKS>\W;KN[O+;L7OW=,BHT:/G2TG&4V(V-^6P&NW5:51E/ND=/N1%E62/4@EU\HIE?YSW,>@.@4^#^W#P M'/R=_'-43R87^5]1.SO_8ED9(8.%1/TL&T;*$PR-^G5FY+.E3?AW@,1^, M:B'5N7O"G9=.7%84!;Y-=@N/IFI=KY_;7O%P' M@O;X8]\'MA$[<:;N7&[$<:0C[P*7VR*A3I5\)S+3(4D]*I,RW]T2)A&IC*0D M=?=7Z-BY/=:V&@FB-J"TG@WNU;I0 JV: #/";^4YI5?H HIBGR@+]6OR%**. M*5HU?#W-?3N9'/NU/IX*Y&32'/X6GDH>3I#E4V]KH1#G8,["!>'V0X9 MEQ7]^LH=(-(5LH>1B UEDD4+7#6CEV&Q'9]8\9]C M6>5[7$SV^M3/[>WUJ05!%YW-/UK Z]/*&?'Z-.,X7LTY!_@@:PU4J+ND_/P. M9]NG?51\GB?YU;:T!<6%.+2A6_*X*/&U06%QK2CZUHDUBU$_ MYBZP^G;,?0#&+Q83_1%73SE9X1F7%<;#LCTM1DS+ MXLF68XM)L=/F2I)^I2 M]IZ-FF[L$I9-!YQ/"/J+:(@AA,PS"^JFB+(RVE*'\2P1SO8%O6;^6L'1O9TB M'IQ*DS"6X.QU9V4KKL^- &,556BNO,'%G@EQLQ,':QM.$_E25%V ,76;AK$B MT:<9;=1!?&L@0QA7:R+.=!D=6]#,69)'>1:?Q<\10:3[79(F4:6M#7SR MT35L;;\FHD&PC1#-)?3N.TD&Y#-O.+'&IC)?X(?J*BNKX@BKS5: 0[N,SZM4 M!X0V?.^A0LWW.M4LC(C9^-8N;VK ^]1[\R8GLG@;O<+).?K.U$[BSS)H \5Z M)-&!B(]])(C5/BJ/C\MX1_3U&)S_/]/JF4S=*GBJ-R6-%S')4= MHH%"%[H9X CNM@*H' DRRI/!0K*D*@_D6KW)LZCYA?2NX$FXJJM0HW$,@.B$ MDXVHBT_05-S%Q+X[L% ^'6WHCPSKFK7N7L"*>4ZU[FB(NT:M#R 1]AIUTU27 M,YR&:DYLT;O#^D!=1\&DRN4_)^S4O-=7.YK^NQ8(PS4!H9U0GF8D)>!G.[G28Z MA#HC#\0K,O,>;Z(O(S(;=&/]1J\I8=#&LL#7B'Z^,"NXA1%2N)H>X5&VQ_Z$ MFC/(60K::G$H.; ='CI94.O$"Y 'Y6'AA/P)OA"YNL'?@,Y3>0KK,D%F*&R8[RE_.O8[FR3=&M'JHR+ MP[=,/^PJ"_UB/9V?BN5[QVF6\!GUK@' 6H 6H MV*Y\ZY5!U^$]PRZ.\RV-B:,%#E2[^6R[+8[DX*LC4K(RB3$KB*!-$.*#T(&/ M0EMYV.^"'?]&9'H;V0'U8!Q)LL>+Y)F 0WYSBPLH4A$]8B,_P'H5BS'H4 _Z M74"+J@$7-3M,>$^L@]L9$<<)_"U*:4>8<@VU''>X*'B#"QTW;H[[!US0-M'U M#*BD4S0[)LG00<(H8JVC0/#%H-\%U>LZL/<)K,)M:C7( MG<*\KD64FDE=?T].$#Z D_YWX=[U.B3T-%=B&^3"I>NO=Y<8;O_T+",G&('O M9GVM/T)J2=^Q0;3H00G#$(P+J +ID>FSPH:X]^,[RXY1FKY"\[4[$!&[YL-' MH >X5 NZ*52:CWZ,5G9+]BED)8%[K6L@,&-DI. M)(:N4-P,#LD6&V)][KB1PO^]+(G+QSRKGNQ'56N+H#T,"LB*+OP]RJL1#+ ; M1$WW\WS_D&2L5&#= !)2./+,^!YH.+"E'R] W7=%J<^40;3PKDH9P;M+'I_( M;?>I9(4_[.PJ8 #\<(2S#,8LEVD=Y(8Q3DF9$*K8>50^G6W_<4S(,W*=D3<% M_8\R86U7SY(B?\BK9%M>5[&.?3 %BO@$99\), MR2T[*7SKW #5;93$EWEQ5L0XRZ*K;$N/ 4F8M \ARJ8#&8YV>8'X!(C,\#MV M8,H[+^CAZ8:FDF>NU FSN3AT5T6>79#_XRYP;@:;;8N/Y.#(4 RS+9>+6H1- M/+10*8!R28$K\BW&<4D /,^S9UQ4"U?=L= =MF/OC/N)D1 ME71*=+8H=\ P_/L\'4&^$'M/!O,&VG/I(34]\,[;W,W@\!S*X; L=D#>S&1G MZ@6X).FK]*S T<H0D_1,T8/ M&)-/\I2\_PKT6$091*]5.1O%TQC1-TFV38]DHW;FI-.\X *CA$*V(B\.8=&, MJ9V_P+3(0\+>EA4A;GDL7K_]'2(Z58G%/&04:_U'E*M# E@DK'1D#$GZ,'*7 M%/M_C0YY^9]E&S18)*<):ROZ\SYZ)3BA*$T!H3Q+7U&$:!=@]IZ%R1H2\?6C M8_64%_"\_QUBE.8((8YX3<1C559D&0@@H&X,]NLGG,9='$/&$O1E1B/M?;$* M=>C0:/"1$=^+=(AKO@&I*N,!GF2 M#S=YRTY2/PI,5B69.V13%'PJ.%46\S@:B*N)?P.(%71SF17P%M?8L;: $ZR! MV\2!CF[LFI$$M*^I45"17H]JB&.H@(HK%3Y+ M*UR G> 9?TRR9'_<;Z(O>@;P4>3Q4P]#>S8.5=&7T!>&"2D%2^PT\+XEP,SZ M_LN6=MF*J076&M'0]AV N1EA,0.W1B\DT,& 7(\[5D+X5L,NN/ELO2/_)A?O M>5Y6I6@)=Z(:!A9)X%0L3)(Y7X3PCJP2[GAS0UK!/'=:^3_\!'1DEU\GT4.2 M)M7KV1X,./^,C/%TTC?A6:*#7LL,,[K^MU,=M+?>W4:OU >_^_,Q*LAAG+Y^ M*/*2:"C/.#MJ]0%I"JH%LTG@QW^(:= CS$,4-3I1X,//&6$%"P<2*\"F2H@V M7.5%>9;!MB9>3 Q7_,@%3-S2+9*6C[=%>L9B.F5_YA&@G)@)N=Z). MO#-T",9]E@ZGEW]EA%Q:M >N-?);?*G)= O FR[D"@:HD?._=5C5PT]9#'N9 M,-W5C\U= YB5?CS6XQ7&-?\<4"/5XX()=]]7TONR2O90>. R2HI?HO2(USMQ M8X+> LXO'5?JL6A'!J-G& T\2IOQJ(()@FX+%PS[+'(F2P ;#GDB)"442K*? M4:IIT]7A,M1$=\/@HE M;!CD>J)<#$3D913PD6/&J,<-%P)XOZHY4'>XQ 3M)Z)47!!],,UIE]QSHOTG M^A1B2>8F2\))/)P1A"6)P><4".DH$7BY2F)FR=7^,'$XSY*L4-]/RX*)7RM]'>$X4P'>@T7E#@&H/@'G/$J1V#G)Y9*.IH2IJC0_'!1U&/4:840]A'/F0/^,B@T\^%%%6!PGH>-%\ MSM)Y:B?':T#JJU'H$]^$JG_EI U.5<,#5N7=^;$ I6,X&U;,O Z!W'2&?_V7 M+_%_HO\K[/WA@JJ%72;ZA#C#VL"5CA'Y9[T8?% .'CO<+ -J@A;$;%Q2$R($ M@R@THKL2E*_2[B7Z)4I$OZDBN+K5A[U/=@UZ 8XQ"$ 2=0/T-(90+%$G(:CQ MHP6O@JX];/R3]"I+JB1*KVB6*M68;^GS04==_CU/:V7/DEY>B/^61VHD>B0W M8QM")Z*Q6#B^3O9)9:X R[\DUR_YM%_[-8!X]V%7$%R-7@A!9^>7K0A $QM8 M=P7LY_^'H'4;? 6E5?@%N TA!QLL"NL==<9>9>=YEF':6>77I'IRJ%(D9I"" MSY(,T@?Y--00ILO ]_N"='UK\^ERQD"+ M+0&L*4IJ237N,4J+)$T68V7A46=9WHC1,R:J32HPB[Q7.*3$9O%_H; &U M:CV*"@:9J1&$02]D[_Z2I^2S7S'4NL7QV3,NHDQ5;0K#+%6$%^X;1RKH)' MY5.K\]5E7HAR]^L=V<:$LE",L336S.83M?N ,0^DZ 5 ]DW2S-8MI^V=,T,Q M[_-O'.U"&!9$3JS9J""^ZND#OGG3!K='>!4V0:@J'.Y0P?22W E0OK0)S*=. M>"VM:V<]W38[&$VWBRE9+ $.O#8U:% ^OH&AO"Y1R(W0QZ3/ 1VV(3:""$=:9SI7 ML_85(H*_B&[5==ZJ(B("7!EVY'K,<:5'$%[5KYWUKN>C4[WLVP_%1[W_T3]G M=*CT&6)&VKOUZS8OJSM<)07MFO$.9WB7.(<^V(H1UA1-4:^"'O@R(=.+M^/=\<&EW#C+*BUI:VCI;:1I6?:TDTJU(M+ K^R)I+V)?"7!U+D(+RTK&JJY&$%8/T&.C8XP> M<__'% &(:(E41FC]M[6QZV7]/6,$*S><=WM=AN&! @TU [3X!M&[ZH:;/-79 MG*TN/I=2HY=0D$:#19_^)FS]OPT%. YN$4'WA=1@ZD.NI77X&DQW4&?23F/Z MF8; ONG; ;E'7"5*WF_2)L^'7BGO]XQ+'$S[F"KZZ:'8B?]4" M +I)HE=H;L=@"&=-/)U@2JF8@@@H.!+"7PW!GME=SRT MZ! S2&F3-&,E*,^=L%1Q=@!Y0AR^O,3[IPRZWD5)=I5M\[U;P;1F-#J*X="N MB(R'NFGJ:S ZQQ05#'.F3(!M!$<8[RGPI-GM&I_GI*/'D7DFZN]K9D'D8G> M2#/50=0!ZZX-Q5+!Q#%D"L'.1Y[E"17,R9,"OC9;W>0AY W+QRP@.M" BX(_ M%KQ]VQ+N:*\X(B&#C''W![R%$Q[./F;'C5)6F)V7*88.<%55) _'BNXU:$-% M P5S,$,0-2ABL8-U57>(LL;;8\'J@KX\)5!TK\"-@2^JJ!TX&)4E01T<[KJRB0&O015Z"A8HA7^ MQD%1GP4;6]??"&KFT"+2)[\99>^; &I!K'?-)=KN$'N5K;,X*HGV^I(7G_6' M(YF$[8I:U>ATUH5,DARF AV?SE7GIR[R$ED'YY5A1@KJ-.XM?F$WY6 MG+U$1DD%G"<6(+!$&'[M9MZP66*YV#\CQ2WH;2;7!3',>^K.?-^ MC>";:MTTQ38AK T$ZXDFJZ4-K<7IVXMU)8?FXU'&LEP+S,KYB5#7$A?/O)U: MK;2PPY1^1O6<%P8L.I"UP_HZ?=%[.G$>Q>A@I^V#'<,'S8;58U@_E$6;SF.4 M;G"Q=SYO"S$!J&QB!I0FNP67;4'-G!-"4 M*&\ 6<$;\E^C0U[^YVWVE^QC=K')_DC^=<]^!X/W4;6BD^ OT?X 'B7^_7=_ M^>'C=W^XX%\6[61?9E6C77NV+*(^8]4X5ZPPYYZ ^43>JZ"S0(E? M UK- _!W ?OINU#/YJ?D<(#\MBS^(P$8O L3NL=+/CN5KR<^?]"7M15=A2RX M42C(64CM+]3K?G$$FS.K*L4BNIKDT($-U^ G9MAB00TQG5K*1(-6((>HH =* MA(@8DPVR%=YO/HE(Q0UXD PA3I_MPTGK?_,VT9/L+:2U=$E!HOR9&G07=N%6 M4[^/F?=WW?&A;DQJZ]XN?ZOJW!Z"S@KP^Z36XNA=GFFKO2'Y@;3C8#\KT#^E M)2?N(^)98#D'S1G"CJO0( M*A=#XRX2.G*KD0TFQ@TXCJHZ=XZRER@?&?3PZ"-B)WTPJG/WT287ES,3@O7N M/-_O(?C48*CC8^'0KA65QM*SI1.PS1'6J>>"8X]%[H0)H-=SX$IF1KK*[G#* MLRC(WI@D.JVI&\6=LZ4PVB49N:+3.B>%>G&=0MGHND@L'%)]G8Y\.K&9C#,A MC+\"!R'YEOVO,LD&W.8UV%K>M/$*N'W-VD5-WJY&$8JP&CU"A4U(L8VL55FB M_N'&[ZWG*#T&]"RT4=!2.@I<,[+C>@2''0 $Y:O;Q?J<_=LQGX*5\EY2NU]G M7/O<&D:E$.>0W85\G>SP._R89/#[=ZRSY@1Q-2OT("85_3J7Q&572MAX/HRB MWHV3CM"^I_$&KLSGDZ%Z-B1-AZXI\S&=4<7YA3*^18*Q7%?0T;>!0P^'!J@] W1_6F?WF_?Z$_VI?#=3 AGSKO0 M@6,(_8>\LVF)[T-21:F#*81]C[9L0$!BMP#O4UF!UPRG30LZ3M=C^>8QB@[_ MW?._DA_$[WA#MU8$9!:+$I^TRK$V-E!8E!Z2#(*5A/^:8T4%:.1-!Q)X:._ MP0R(3O&W,#KF,#Q53!U"(;^\.]MNBR..;XM\1^ C<$7I)<:EI?DV'X7D80C& MD1W+1H;2)=SP4O'(A1*3NW9,K+D_'@XI+[@A&EA<92S8'W;^0TG?)?J(PV8X M@O$()D#2#.@W,GE#AA?8B(AN]!&2*'0J.7R' MX$/0P1']-. [N@MU3R=1H^7WQ.ITE.7ZT7U=4$:W'^J^N8URP8:B9FQ@=<*& MFDK\W<@QM57*>&Y-EU]^P%ORXR;_A2)8I_'6Q6D)\D62E.%#AURLD@;A"-9"HAA)1,(.? MM:'XHSR]PPJ+]P<5K3M$H,3;IRQ/\\?7.WA+EQ\Q9-GH;HEZ&&K&(380_<:& M!E:-+8BI'SH.M/#,G[/X[\>RXO5(:4^]JPKO2P@/!"(DM)PEJY0(O44W.2@< M1&-\3F(H0>('8^N@; M@.!;^#-5[@04<)!] X"@)/L6-UF_PLCFEW M[BB]C1("K% (FH0UT>+;6/5/FI,6K:UG13 M1 +QB5<\:(_-O4)U+W4Z_5($ M;#!=+,(SDLY>WH]44U?7EE>VB1)1?\VGB^A4,+AP_G<>RO=)8;LAY3H M'[3"Y\WZ6EN%A5N@USO$!R$R"M%A",:%BS4V(-,CO15Q7R]L34-)%>6;2Y!^ MRTS. 9_9)_3+]*X1]N?1N]!U+E2;^&XGJ2S#6MU%Q,L:KL/?,$6KF M%W76R8N(OG&RF)LO)0!UO*$3-&7H^13T22OLNM(L8=\5SLBJN#>04KZUMC3- MMY'(E>D]@;D]Q\6F4=LJFE?S2EBY ENTW)!4*EL#R./7 -D[%*XR2%\QIDHK MST-IW*+.10DNIT.QA[]O@[!8GCW'L M00<3@)!;4/5$ODPR\O099 ,!TX;!DE'/:+-DA&#=<"JHF#J6EOZ>/>V6B*VF MR"K%N_DU6O$:+.9&@T!/_38BZM4+W#MMB938MI).^]8X?)=PYTA8.=TY M/2KXO7/>_^-(Q*&Q5*NXP+Y9B(%>!EA%X#Y"/ER&=*]U/)A: TK7@1M$:5)" MW#L^U"CY$5%F/H"GSW6>/4+P=E,[16D=H<]!\2T_+D):1_J@]ZTC.O0\O^': MN9^B/A:SD97K7?WGBP1N= +Y%;@V(99C3KFE4ZYH7 B=%?%I(8:U^:J> M&4SR?.Z@6NQXDJB.I5,)[''+^2S^_+W.(H L40[O>)0#4D0Y(%$*0(($]7(& M!#"(0?/_%_J>G]>>#C5FWP?C&+2K$AO*[D 20Z2S2.U*\N[7T./2]VO8\/;E MU[C-*[)L$J4L$YLZ$1]2_ FJ[7__]OL_-'['&_)E:59!Z\G8KB^1F [5\\FN M73HC8E.&]0&.(4+?33B>E'X#?>%N>\I3 E;)]'#; X]]M4)GG;Y[MQ'$*B_& M+*)'3'77V\@05+=C(G1VK)[R OJFZF[AGO[&-UXS,G3XGQDONQ*FIH0_&]0) MV=E.29'ZE&=4SXGXI/_+L]V_\V)[! -:A<5" M,DV'1O_N,N+K4R,DFFBV30Y1VE2A5!.#3T'Q.>-?6N%^)"0OG -%DJ+N0EAO]X(%NC"_"($1W/N M)@__$5ZA^ON09%9E)^R_ &Z$<*+]RH['"L1N)^P"HVV;'-8 MBZ5AK>0H-R360^0*K%=$=,D5DA=%=%747A;]MJ%_4Z>J![GLYB"J:D?.QSR/ M42P\>)^ZZ\A>.!:LT!MTK#H2- ZV0O\BDU2:8(7D*5 S1VC!<,55Q>QA=/)K M1-L^X?@(I5GO\2/H3G>TN1T1/2D9G*A8[(_6?I*@/G;_*,;PD/S)ZIMI6BQZ?+'@Z\W WXZXK4I%%U6'$&/(9V(-9IMK-:0EVH)5CQM. M5/!K7()#&OX/@O(S+&[_0OJ2U88DTE7 ;K[ [-_OOVS3(P2_ MD!^>0&&"FD+O=SNLOR]AWA6[,:7I6TH6^P32V#J_;(]@("$!$_I&0/4M)$UQ MP)" C!5G8K"%O77]\D']^O,O"7Y?#LECENR2+=EY9W7':KH%B19B?Q THU$S M'(GQ"RIDZ(:G4H$?0"&_Q]2'/(]?DC0]VQ*9*]IMF?67!QL#CS(V"K%A_) ( M:1(WX:/BC!U_C[&PAJYD*C[\TN_^Q>-FONH&;)[-Z+1ZTGKWB9<+6#]41,.& M)Y4X6R_SHJU=M_*:5$<:G?)-OGOS291-0&):B#>O+\E=7G1?+(IDKS"'W0ED M4>VSDZGLT5S19(E:+R\I*78Y]Y0"?A5+M&CZBMD5W;[:@7+FT%PQ!G4B!GOA MM[X//A,RO=//CKG7(U!JZ\<[_36!]MJ7!6MQV K77,DY$$'3:4P8*75T*P7\ MJ %E4?TW[Z)NW@?\HWZ:I$=B]X"5*:O!Q-?9P@LMD7<5)IC $XL73H3S[ISL MN$0?@2 *38G!M.*4-!SQ\2$M)"[X]8X==Z+X?81(_HU>,#OD&(C>;^N"E;H< MYH:4IOS7Z)"7_XFX[1&F7J&ZU2!1QD1Q4&-80E@?TS "6;Q)8ZCM+W:9>0?+ M==8Q[UD+*(B1:)VAKJ53K6#[C[6U(M?;O:[T\!S!>)Y3(S@+8;A+RL_L((&? M]+J#- 3!ERM^IO+_X,;HWWI&Z;"E5PVHJI4*"V5\QDYK"F^:M8Q._=(W3?U2 M57V&0-5*#7BIN.) "(]O35&A@U8[A7CUH7*Z$C5XB/I05+E/&I M8=ACQ4_%(D>B^%52B#*;%]3GQXI4#.C5 X!#6E">IBP,BE?D6&2['@<\53QS M)H^_0(0[O,4)C9HL(1WH_?Z0YJ]8;T^5OF?I3_6(@'$$.B1ZZH$9V[92D+W2?S)A T4H);I M0;'>U?F-/!D B:%A:SHX\JFIQ>!""-\U6H4!6!0 LH6#-<9S,6)!S9FTV*B. M3POJ7LV!XJ&QR;E7[+: WK75*T2Y5- TA/R6V@RT!13$ PQJX+,YD)AD12-] M*A9R4,\4]LYSQUC%NZ'T\JGV7R994N'KY!E\+17A40+5?-E.WT,@\C_ENK W MY*K>O.#T&=,^5=K ?3;K&SHM:N9E)^*J:?$C+[&B(7KD21Z\D\]I-%%)P!14 M]BD5D'G"\BC3-'^!O/3+O+C:'Z*D #%=[R##Y#&#.@7WN'A.:!E-B@Z-.RU- M21WUW*B>G#HZF^G!*M=L^PQ\KLF?>S$Y E5TZL5:A:2DO%4 M6O9R,BH&DDLE'%,RPJONSNJ:;Z(OBA!H=0 +[8I&!KA9WUF/#W M:-@5@86ZBE?B[T&/30&$BI)M!#Q&05YE- OZ.MDGE;EX#O\2T4^[!73\5S?N M@MVSN>@P\V?^HH=:E,2@8Q9Y=D'^S]XI].5:)J;:4.SJ@#9VEZ#.%]!O'L;S M"$=IAF \<$&OQQ5WFO@LB]M$QK)066U%(CGZEWT:,BZE!W??\*C&S./13"$X MRT15V9+U'90COVEEAK:"*'VOC3JAK "S5AU3PJ9NA\>O1"&-;@BC/#*D6G4J M?91!)Y/0W*.0T!.@>8>?D_?!H[XY&#L")1,'_SYL(T\E"DJ?N %9GZ]3=BR8 M8Q)X72_T1YS&RBB$(*;^!FZU=;^+ET^J;HHHA@YNK<9NC;N0:HX\K4M<&S0L M'MO.O@HJZ#*XRENVAXXWL;T\0ETC'O$M/&+-5M+&6M-A2(2SUX[#9F3 V L+ M3CVQ=J*!7P&_PRS12I1=)(?<<7],H4/D!=XEVT1K+10C45US\AMI,.*COPV= MIF;%3[5/7*GB4=^D5U WB,K2C%835[:$YK,]3)1JD0'G<$X12V^(SJ-M*7&P MMKPS.ZY>[=24]W4:C:R3752C) _"X9P\K$;P! MQ86^T!JE>?]U M92H"W!V/-CE2O43;)8(#Q.8Z8=E3%(>1QYL.3_/NK_8'*,@MMT96<8A5*^ ? M*SI!!U#75>#W2*_'T:?&\>Y8$OVS+,D^?T@R7L11Q/E'E^0U)BYCXK/%IMA\UW0Z@$ZL+5VVAYJ/NM;?B2+ M8XC\*3 U$[#M::G1T!DC3M' 12Y-J/2N2SO>GMNZ/U17&=E@1^JG@MXN107! MUN=14;Q"8!8-JUCO-D^89;2#)IUGQD3*APHU<]*(-S$KE$YD\_+H$@A=YM4# MZHE#OU%.H(EJKYU,XN;(&Y-F1LT2O0K7/ ;\,B^D\(&Q26BCE@B1HC8&4(<$ M-F:X4CS>^.*UEU6XR#62S-F:DNF"S6\]J>K)+]P0KKF8#B^M&=Q"":_:HN*Q?8\/ M44$4V?2U>7:3UP4Y\K?L>*=BU?QMF/FDF5VVI,CSK\2N;?X>=K=.0"-'.\4M6>HI*6Y0U;C6@"?@YF\TL&[!O/IX]%IC&DEDJOTI? M]I)* MC^^Y#W[/DZY *=_**(Z2;ZPM7/EMHY_!JH*[Z2&<4MT'TMF&Z%H'?" M(&J8+X@1A/7LH^[ 1WX0O^,^):Z%EN(%':5E_R5MK?S;R,&*_ES_@:^R$CI^ MV=@LR$HKE?4BK!EJ*I*I_=E3LL.GWM%K2G)VK)[R0MA&[2\^_M)KA@56$0T( M6=YP:OQ],J/=H?$F@K'2;,@,0WZAD_T M+2W 'W+7#D#9'O[E0+% _4JS7BR ^).YGH'XBJI$O6"*%6J:FSJ50PM:MLM* M!*7C;A@%/4=3-&[%ICVA5A/N>%RE$4OQJDH@F9VH/6Q]IQ#V6D'I"M>QOY)' M1$6N\8=C11^<58YNHP6T&^FCH34?*Y -4'NB%W7(P@SIYH3F0U >V4LN M7**C!H6>";\GYRQ15$6G"_+ OTYV^#TM]/LN M2DT^5#$7XI.A>C8D38=@/L0F1'S&@(5+QA"@Q\SQ5/35Y),9",X*''TDH%4X M Q!$N7B+B01&(6F8JLQ\@'UF0$BQVZSH^PY0[W;"<%#B5+U"U)K<,EJ#6%0Z M.PD\:QDF5WES7I.7>Y:<%F<@75SY#M'IPCH?!F$^.,Q 0[L0>KNFF*9:.S+J MD*)B:5VCU*)9KE"TJXA^]KN<=; @\-JWZ.DA1L@Y _ M&Z7D7;)-CS%MG4(]ZR+M5&Y[Q?IC@T&TF>>>B*?1-=-\ND+UHF]V>?$&EH5Z M8GSA.NQ!++WJ="CC+"QZKB,V M"]>EH^KLN854[#=BI0Y&LI+!E]F3207TN,(%.#BB1ZWUFHL^1 AY-JU(33@+ELP;I>L=E%BCI0AX$T['-FM2\],"B=G 3D9KX['2#B($ MP2WP(,0C?@1%E(_]T93U5@I3VNZWA 9)68)M C:^>YY",Y"?@0N(H[?AI7'I MV0CA,V].:X'3-F\PV2^A&@XT-N-^DZ!]E]PME 8:>-LB]\>'.GS3YM26OU4Y MM /L!!7X/>G7X[C<)NYG8)&'7NN79(#NG!K7P9T9^VD?=Y@\\'5T EE4F^ID M*OO2_RXOKL[-MU#S1 ^L/YU&3.Y M=8(DZ!\OH@K7%=E=+J:1%?37HF0^ PDE66W@[$6MT$\00"85W@]M^O3+"?>+ M=&9A".$B=NFLQYT?O)?H4A*9>^!K#>)AN^Q!C@O\'ZCX'*6L]9.< '.6Q>U? M2%]J[2@T38AVWI6^7J&[;B81&+<&TD4X2ULN@O\C-.< MUG[CBK(Y8-+C)87:PAH7)C;2AK!(#9TKY#:@X40M:'ZL2NC;4CNBK M;%M 4N %9O^>Z[1R/:PD $4R)A(PHF\$E-]^]6?8G'R:0WV>0'"\;I0F7TNJ M[FFKT36N+J@O?A3P0C:11R8X#+3U:E7M5(N"] MQJ19Q#CH$N*4]3CJX4V,2=BD8"MZZJ@01ZKXR^T1(*UWY-\T&Z7DOB*H_2)[ MBU3OJ9I78CBBXY&80%(O0N:!N"'9,ZL-H8W7<_,.'WA:Q'HG>\_U6J'X'H[( M5@!!T+ -'1YJ5<^$L\>C[4-.+L_,7O*K^6X1?:&Z8"OO$"5JGE_VLG, JE,] M5)U2"=H::]) 5N#KH5)4E B;J6O%3L471Y*$K 4B-S9J9ZUJX\4MG:(Z>;NA M*VHY(JN^]@=1RG=<3N>-<)7UFZ=JXW#ZCSXP82E:RX8.M7% 4AE:XTP$^[VN;9>=-\J.X]I CV4;<%%O- W 8Z5[4Q0CU#4= P@Z&H]Y2Z<;3S MIY +PR2#YBZJM"Y/;C(6GT(>39!'D0;L'N5UF 7L>"@#\YYH^5M:W:(5)^ET M<[5XL$+U5,&C1$>A;;_#G.CFL<4?+I[)_0F!W5* T1U^QMG14F>:#T5G$,TN M1U7QT;T@0^]Q57;<^F%6KO18C%=CK#\C\//5@-%@=X7_3 16%/Z27(A%E&ZB M+QR0=SC#NT1;P$\4SN?CJ)E.=+K\AH_]-K2#W(R:T@7N0@V?2MXZBZ/2L;PX M_18MJL*X"OS>0:7'43J9G-K>-I$KY$JBH?"[?CJNNL$MH%H27"F>NZA\H,CR M"7\/G6]_C].J%+^AO7!I']QA:WK.Z78 "2BMNA+%6#"BZ).ZFR;S08.\A_"[ M'>+D2B&/Y9=8W^=RO=OD59320K#4Z"S#HTZ3$$.A(3$=S.KG;P_I/DKJ^50)07SS;*+PI+0TAZ-FN%(C%]&*PXW+%4; M:PA]EE/[X :_T+^,*MG$ZQ^0.=@'@>NE.N&I/A.=">1SQ[WC?>EH!3#FV"YO MB_PR+_81?]18FP=*8U?@X$=TM'CEA0[*=P"FWDH0,F-B)) M.-L:>G!(0^A+KS4H>/<\#3+*5X0-]^7F.,YJ:4E,% M%!ZY+7@, SW:S44&V!!TANI!O&33$MS7!GR4-YD-_:'O2V97:YHF)>F1"/L- MIA5:1"JC^GT)0^FC\3OR/_IP'#:9'R5I$$RZEZ-HKT4>(7P"J)1'2P U::JJ MUXA_L^I 5C:VU2$D\AIQY]9H@MH>R:>\3RM]3$W7KH/;:6$,7X"]0#L5$Y?@ M!!E,(KM;9"35/6[PRS3/BU8Q<6VN%/VT6S,]:#EG!?"][:E%<&GY2;I0[CJY MD3;29G'=0K>Z2)Z3&&>Q\)W.%.??9+0B"0A)Q1-P!',Y>Z.R4K?PPUJ_OCDI M*&+;#XI@5E%:"A$^9;#7*;AJQYT<6K)51):LD&A]0N>%)$PQ=.HAK;RQ! MU'Z_T\CKNY%P79/.R.)V=8Z$\AW:X8BWV(_1@4-@A%?[H["*DAW^D&01"WW9YH\9Z.57Y)*M MDET2-58;UER78W6IJE9>%.$PLC>671;UJLW6L\S9?GM0K@ MK\KJ P%-U?-0UV3EGI.??@N 4@/!KTGU='XLJWR/"P'HJZ$ *!V$7L@H)(:M M:IEY#6M>->*DOGVM1 A> \]!HQ=OS$Y>+7U_KG?L^7E+('V"@3.^V!K;6B_C MFCW@(9*#-22IP0G;0,$+Q2=]O8W@M<\G7#M'Z#*![E4B9W%0QE3;*NG0I^WU(;\IC+"Z+!]N.*5 RI/U]6D)4&"Q4#C C[I?UM@0]1$M_EKU%: M&9S/_#M4?QA8YKMPJY5N%6Z^,S6WVP([]'2OO^M';84_-X M%Z>[Z.5C5.$BB5*M&$O=J:DOE9>"0)"4F*KH;4/;_PM^Q!AS.#2T@ M$4@4&;F%BPB4N$Y?9XTU-&RP7XVJYH'?(H37Q_R&Z&4E+\- %*Y-LKH#A7E/6K&VU]NE:&W0T0/,'*#<&>HW$(7?SNF(X& M)BZR3=[Q+9S%?S^R3JJNZN@*-5G=B?!0 MXG\<(9,,[L[2P7,@!B V0MU8,8B;0(.*VC=@Q-MSS&M9K7?VEL MM@8CX,U-Q[!F2GQ4IU=:&'N>#AVU,<^,O,^LN90L#?VZS=>2^"KXY=,&MW?) MJ+!94$=D.>[\A+P)>9KE9D[(4"J/HT&$\EST@&F2/"> I[KJ0_ZX^LP_7R$^ M('0) Q42*DZ8T UGDNU&B^M)B@UFK#VZVSZ5>+U[7U;)/JKT9EGR%8A__=V"&[FU$5+1 M7H5R0_%!&>[,XE2G+\^4TZY;Q7]Q,A48FOP#;HQK$M@5[I- (F+A6J?FF!9G M?W8?X97?O.26%GW\0T2^5!2>\)YGWH6[IU1K,/-X -8EDQBK-]$7"/MEV8)' MHCFN#[B(C%IU4V&*RSQ488%):,11MDW2A$<@\:I,8=OS.N.KV@]#J>53Q8-' M[TN2IL)/_ED'#Q6$RS%PFF_T4= M7P9R0OG&#B(-7MM>U25A>5T:\G@Z9A6S*VA+Z4K%,],%N*YYX"@\NWG M3!B?3I4/.(.BB$1RSN)]DB7P(*UX50ME96+V/2VJVAX1L "9#HG>^]",K6<# M2*]E#/E!_(Z'ID%5T>(9@^\-?-3'*"T;,8*P';V-3=EK!WZN_U#WC1.KT--0 MK+-"TFYD2P764J>AE\FK, 4G_-:"S'<548&Q5'+64A.9#V@5W%W*M:?%1OE> M,*/NE0VB<0#O6V-QPM4M%/CG"W'"J9%0.GT,Z/I4-7K;EKS[(&.Q+-75F <= ME?!X9Y,A7:7JT/ME*/Y.1Y\3#?UJ^'7@AG#Q0)HT#)$!!@)\?6F[C.-0_H#1==W M_C[OEB#]D1>\":O(>:"T2N*\,=CCF:VO"/JIQ+MC>IWLM)822U%5-@&"&0*? M[2Y(JACN3AS?<:UU'4>U?[GM1Z?%=.R!]:+^)<0M.7KH385Z@KRO3Z"+\@E^ M,IW]:;9-^1JJ_EU!?[@,8,XS*%0A1?'J]G.=/+_F!1<(]U$S"X)IY'CG@/90 M=V1[>O)0.OGJH&&\7>[ S;O>D6.''C\Z#JKT %D-H-, >R$^D;FITG0VM+7IY=@J8,[>%M&*:YC ?G7,]!R5'S&6);Y M;FW,[%V\&1@-Q005--\.Z)-6&PSY+"L6E\J>"C#3RM8Z+:"UT ESDZEP .G\ M-\82 -6*2!NL(8&8'9[*REZ/LRO4S(R:J4/'=8VDB'+_GT3=4-4U%!U_+04V M7#(10EJ1#4V0W;#W^'R^R2OJ,85X(:FK]@VN+"ZRNKJ3U&9\A:)=A0NI#NHN M+] Y.9 2YJ#N^]$"\,F*LHIACG3R6$S^%UQ6.#;[ -@W?>N_;U59AK6G"O<1 M\=FX@5?^+M7*$U2LU*H8?.A*K9@V:A>K(QHX?]..IU*A<"5/2&>^"/C LID2 MZH(,<_(WL34X;EN,F[E"9W\.0MPA,,")=/Y+/Q'5I'J])=RJY'C)NH(_M/=( M\_)8:!,&Q!Q$68!95NTHTE:3A6:RL#MT"-HJS@XGFR_#$&T>2F[*7B"#[MIB M+52AP)+1^]*LV#LP]U*X>!UP)M <';+KG>=@' 5$_A8M)'"Y'D5 MV_5.'3#OFR$NZ/5XXTX3GYV!CA79EA^3+-D?]UR%D-3,S1,N,-6MM:XL.@'B M,P@MI)24<]1,$K2-D"NF/<8-I-%RN'>579*UH!FAOMV3G7U7&8)I:$_'D+J\ M.[)#.=BCD]<&;OWX8O9P/2?GQ2MYQX*AM(ZX&QS2S1_!KHL8GUF-0"ACUQ"!\NFJ=)M@9^3_%AV MPBJ41@>AM8'5^YM6MZEOD9A''7\2PM[@C*_2VC"06MZ>O)I"@.T.(:)CB#8B M05LVL=O(I0XU"M8[;#C6/;U\!,V\WO8F\-COB1B*RJ=C2F&RJ43_1+I_Q71A MPP$'8:[V"0^GG<_D9E&5K6G/NMY)IFAJ2-/MTGJL;,XE^U$.!:<3!-V:+ACV M=J0[67S'YE@Z;ENKFSHT-%=D6P9Y%;NAJGX.#R&3YVJTA[QD<2"09E*:RSWP MKU']^:I?!C4(;U1(J#FA1]>?3G)B8![SD-,D(5H>"8QEQF!*9 FF?,>#*9$B MF%+$4B(>/'!&DZWJ=0-:'N<@8U\7FHU7GMVHU'#PE*?QU?Y0Y,^L0)>Y]$ ] M!,ECEI+@:$!(M?.M^'O;_F=Q3%]"4Z:9OM;)5)A.+SX5-6-7(-TP6 ML1H1%4>,.'MT?EZ\$O76?*_03[HGEN_32H*S=S#UE ML:=[ML[B" K%O^3%9[W!BDP"3U^IXU<]#R]3<)4A.A429 M3X.5]%+G#SU;>8-6N*'(6E?63P^A>&G14>I=%N0]7PWJ&CD\*4)4J'K_A3>. M%"GO=8D=DV]15W2H*=M6U_+ZIEZAJ5H@E2^"5<*F'DU )I4P3$9];\KZ.:BE MNV0;5>2$N*7.FI/&7'RGF06.96D>Q"9"9]+Y'-Y_, SKWGD\ MAFB^#9>' F]9FCOY.:6]!"'Z6>J.8S""U6-7J![-XL6E\8'-E78$-08R1\+X M= O0FO<1S6EGA:>UH<+-A[SD=D #50_JWD;1X.7QR4NKM# KJ&2$5I&6E5P2 M06S] HCARBRUP%>^C31(^CUSSF)JXRC)S6;KT=Y\J>C2'B+1I >ZBLPZ!#V^ MGAJ3D@CC;K\%'&QK35![Y\D4[*EJ0\I@6#-1P6LXK>P :SKVTKX.C;$(X$RR M;7*(4G8*7DTPAD]SJ.)?K( MQFAUQZSU#L)&+]/\I5?];J+N:,:EO#=HU<.BZ9/6-$@C\DDCBNFHI10R=&%D MK^J B0)>W=NB ;SEPA6?]6_;((&3+9A51%:BY;=T!UPL#W:_Z(/1+WIS!!NK M-?QNPH) ;-T58BO3!CU!G]MSTE.Y/6?CFT=UHBYFTJ2P.A0,J6O!-*/0;^J^ MI6'"I;4XJ8\ &PT67*;)9O\>6ZY)=6DNO7"3Z3(]@:A^N6_JMR[W#ON4)?KH M,H?N].W>:G2VX"?W$-35&M-@VGF]ZD&- W__XAO(N+"HC,&.!GK>AC5JZ9- M 5G;WV!84\R$ZBCTJ.)B"X[RZJ21D]/A;XD?>FOL//.#MBMZX> M[<&@]?#A2VO=X82ETN;C3AZ?:HJVGB 5I!NL?69V:B]V2R_RK7F#@\>26#%4 M<]76++ M6Q/&R@BEH03S&+HDUTWYD#_C(H-CA#;AT*GK=4T9&(.:0:SM2= (8@,VO7 E M*^8>M]2["7OBU57]/;=WOXOC4$P:*7.(@[C = CI/8!V @0+"H;THM*Q_XSN="B;2UP"@IE29IU[TGIA8MC_KS5!(?"2!KQ^1WY'XWZ M'#27OY(N;@#I0D!%JU+(#9/'"^,&..X X 1[*W)K*7W$T M.EJ4H#2_B]G QEOE1I?39FD7S'TS22*'CG4R.W20BE, M"24!$>(@=23G?UZ)I:$LZ!\=063 XWN3[KD[?.!5-15^2?,9) U55[$,WM#0 MAI_V)'*@BD=&B9)QT%/Y_%A6^9ZG%$KOR%I(3#SWQ;X$"4Q]ZQ9+*XLCY8/:5R4 M2ZAQJ4=&Q2(;ZB$XX6[X9FRP6+C#<<'-GFW$V:\J3?M#WQ:YH0DS_02Q;P)? M2Q*T*KKVD/'M(F^E;GZ,*G+_5:\7Y-5T@H/N'HF& % [18]%UO9GS] MU43-LF.4IJ_PCH/XI78!267%!CZ"/KA9,%CHRIH63'K$MR'MT_F<5^ G$P4C M(.H!=.M/68R+[]]^_[U4H/7]%_(F(Z_O3J%69>B/F%44U1#SHGKB5BE;,;6V MIJWWC7026?J[;0(J>TVSE0N[QN^B%)JXFZT2S1A:\C8&UR(=MHAT%1-&JIO* M3@&_2K8PF>L.1?'WP+4#&1 J@K81\$L\^EBJ&ZF]RXLB?P&?L/F%*'6,:X:$ M?Z4K\- ^$+4X>SQ+; EYPY(40S_1;=BH6.%& 9\O%JF93#LT1L<,J:].ONO& M(X7FB18;%3,LJ'N-^_F ,TCNAV#$>)]D24F#(YZQY;G(A[& S=; WA,QA('% MC)32Z.)"!\^&&%%HAR57&)-4ZAI"[%L>V;Z(2D(2]&HM1X.D[SJ4HMP%#3XQ MI!2PF[DN$D(_[Z00A+J7NRAH+V4UKI[%^Y)LLPI?DTT6$R$@)$Z:,$FIX"O? M@="*&UIR:Z\'.ML;.AUJYA/N+)AE2_W;TM0KVL"@!JIJ%;LJYJU]<30N3X#$!:Q=OA1// M469,8HD,HCWG>9Z528Q9F*7VO2@2/>KVI>UA(3H16K-E &4$8RM#R8EATM/RRLV >(SH/J.D<)> MKC)$9J&J0S@OBS.BO>-J((F")8]J,Q+DO-#0[WX97M7^Z./CT\8BE3R2FRQK M&X5(I9ZZ?:B74NA)QD-%<"/*GK-MTJ@LU[M?(P@8K=;%'42#MH) ZS^6_*_E M=UK>P&1P8_ 1*"\0'=*- )>^*>N/ M?I&D,()7/'4]0OZSN1OZ+*TT62'BO1 M>48JF*([Z7HAV]UR6^V*-GSZH+P>B+F*RZ.(Y_-8[3ZLB=)3MXWZD.?Q2Y*F MNI"-KF6"OU.EGEQBAF]#WVTN:&HL>H[D\?PL(B?$,T0ZI-&6QOY8X@?8UZC^ M?"F]A]5HJ+5S/<(^-XQ+F:"S2JHS?(0LZ-;'IU=GBBI1T!G52W0']:LT!>+Q M!!13"<1DC/ :V\CK9C1O%'*BN%86:081"=A5T$0J3?,7^N;>$?7HO,!Q4J'K MO%Q.#+8)8:5IQ$H@WUG-H@/0;93$5]EY=$BJ*-5G,]?MC^![J/G(1P1GA!H1 M)0],.'N,I=OD9-76$Y^V9!;O?&WK.AB&.L8/.K(V@80,A;-@U;-Q.%'!>^T% M$5YWG6>/$!%#P^MX-2!#NE8=H<@"$_D 6FYPNPC;K04U]3/=@1K>\QX.>9E4 M 5@L'<6$>7JYH*E\>[G3QZ<* M)^(-UD3_+$2!#]U=5(=6B*\[SI% /%'BH-XX6F2]]QM7-Z6OZ]_KK!3-P&X? MRJ8%0&A^6)%3\<:1(IX/M8R5N!"E+JXR&J0C.M;3W6OH+$7'H&_$Z&]!@69! M2GP&;FD*S3 7--7V)%?R>-Y>$&]AZD 36BTC("AUKQILGR%V!QH106XD8"$U MS:]WY"ZB[-/=!/4@]A19,6?&FWP'=S23ZM!";<1+17T'0GCMCULHXMDMKG)Z:,L%M3L=A&W@ZN+PT6#G M+?]S0Z:L2YW;&E?!QY!M*\1=41O-NW5$!7_?)J+'TG,J5.L$K.NI2 9+I[M MJDO3M=L&OP>Z2-DO C49O*:"],)+NXZ\(8&X/3]GT-@V&V9*YYD;.3Q?!'4U M0ZH#\\#N+.[68G&K!567?LQW_,7 TZH@K:=7HV:!]9[&D4-Y!YU V(%=ZCME M*6GQ9U8PCJB!\56V><+OTFC[F7Q"R%!^S&-"T'$%2H?-[=%-,1)$AQ*FTGP( M)J3AFD\8T3D1GQ316?MW=[BBIJ.D0%'D=#@Y?;:,@"Y >?8Q*C[CJC' X"T4 MT4EX%[1[7,"/5"<\.U9/>0%JM]9YR*9$;$[96E7/*MJ$L(E%8"-JY@Y?['$="SN>R7J*"=$*B^"T9Q'1O% MAT+3AV_#[M$>Z"IF:/#SFE1OR/[;;H_[8PJUK^5$P%'IE,R]*:9KI50&W5K# MT5?Q<2P1O3[6VG7H/F41 P?'%TE)SP3[:=DKU2?-@L0TFC"#X"7[C!BK[7H# M"=;2ALK MX1(3O)_(I7^!GW&:TZZ ^L)-[&M:^UWZ/F3$EQJ#'OE-B/HN($$.D%S8]%C( MK*6("K.PR,-$//(W?.2W04V:1J24)DT',O@[KS;)GH#@;MBGGYM-^]XM^VH4 M^K9]$ZI>]9+^BX39TR9I#HAB(^A.1B6_&%?)%ZHMB*D0FXM68!A4O=?_W3T8__ZU/I*$/DU.(J.S M+FH([^DT+\E;2%L\D ]9(:FF8S,L='<&/4*JZ]J*OP]FE$5%7J(XBXH$6H[B M;51:LEO%5_VD5H\DUX,M4]J&G.?D-F8(E#1L96TKYD?_37SWM[ NAQ;,2J53 M@56PZ- Z%L9NPS1%!:D,E\N)##);*QT)XCF%C:D2W.@-Z25$&Z9EGZ"/G;&2 M*/%_M#T7^3 L E+3-AK;< MM1B!Y"$KUE@DI"5*CXJ*'3;$/;L]&PNQ4!4&Q66)0<;HJZ"A5SVT5$RQ4L&G MSBH949H3U68?;)F;FF'*.SYT7?@^5LJ-8B>#SV:D4KDN6LOI%IH'1$R-5B6I M26U=H-4'JWYU2[LF1$78_L/5@\B*=H2(SF34D_T:186@H M@86> 1),QK0ZKI^]4N#A75)^OBPP%HGBIOH]=-8WEO[6#[R_]1M%?^N6$4$" M I+%RL\(X*AS\#OVYE GPYQTUIXP\S/76[[.!Z+4%1E ^0%*_=6O([/%HQF% MZ+#FJ=BU%OJV%)KQZ5D%7=#WJ4UIZO7ULKJ(>"7;B4H=TKG"QB,-0ENU+4?0 MS:LRP&.&7WDA$.T)SC]#_+NPYVL;9N5IJ$++*V'%T0F5H@R-1NI;"[X#?4E4 MB*SM#5)YF15J3&%G4.*M$^@^A0*[&AR2C-R.O)$O3 MOLI$*&B@J^I8)29!TBRKIAZO-%.C]X;ES2"T59P;03>_IU>OQQFXR1KGC-4( MPP:AWU0&EU"5QEWP49YYPXCANXY&3N-R:=[*%9&B_)&L8/$)RV.@X(D8I2C2 M&J8BFA8CI0792@&/\25"+XF87G*+BR37UHSO?(S8U\%4:27L_= (/8:^*_^0 MZR^+TD\EOL]W%7ESX=L\3;9:/XH8 *F-2 PA-PT=A'[C_UY0AJX60ZTVH">' ME_N#!M\5K__]Z5['@T\W5YOW%^A^<[9Y?Q]"TAL092)V ??V'']?5LD>4F*T M?2UMIO5Z!MF6L^XU^5Q"K0UW9'NGSE Z>6VVW2VQU8E"'5A^K!N]&_H=8L%. M?18YD218>YR+(]069%<73^1M]&ZMBU?NG8/8%/S*;AJ^R/.$OCZ<$=9JO>[4 M\JSU0HWNJ'PBRAZ4'HS?O;)\?=;UG0#;O.)US(3&$;2[H9@##.7?T*('2?8M MJF=2&P1"L-,=9Q4_AU+,IQ%4JL#@D),]O#R+:VK[X'+;9%0!S Y9\$A5:YWMV0U BJ5).M=5EO(I:GH'48G@QM.GDYM=0VTR883 MP60O'TI*^;H:4X6 :$L'7%2O/!25YD>/+$-@G,IG:I$;2 ZE",1PFOE>3[ $ M.\,P!BK*$5@IX_.LO\-51*0_?A\5&6@#9A5(?(W$YTNY;M5HJ':[">&E=5Z[ M(9)#A&;+<\IH*%K31P(Z8^F?H.[MUUJK(+[,"C4+(;:2L@5; %Y/13F5=$S+ M%9_RU.Z:T.VPJVZCV.H?49??6T!;83TR*J;94/=Y ?*VZZSA&XY9]_4!+5;X M>"0F0)>L,[VM\8KO6] 5S]X].(Q WEPEHCGQ+9GQ*2JU!1/J!L[BPW .U0[$ M?5^J$J4PSQ0I%J4IV'\5D_,RV='2?!UW2R;;BFB,*XYY58UVVRL75X@Z!JB! M \F ]%Q;\!22S7@]+89P\+1 A[F>DQZAXH-:8_1,)\R^E^-<_:[_] &!HA/4?-MN/(@ M"L![=-8BYU.9Z0/Q\P *_[PD"O_L0.&?@YB^+S#M!4Z4H\Q7J=L0+8\"3@58;[OIHG=;?0SR0>'3"ZTCC MNW8:;P>7'18'BWO]LA5C5<;V@-9V&[<4EG8C-3RWUJ+=:O(HLSU6>7,?^++_ MA@Q5:U8&7+4W-=AYVP!0)($<"A"LG\0TV2K/+O-"6#[6NR;'NS3VM>03H=9, MB$Q5VWM@JTBS=7M=^MX?@S'O;9>1M/.I-EPD!=Z2XYRV?=KMR&.S**^R\D@V M]Q9?)AGY%\00-J*G;%XM)J$N13$-JN=!]41A8V.'8]QCZ0AZ>=NJ=W@?)>!Y M&V06KT=93>'^RZ&;\.FQQ@5]7W4)/T9?DOUQ;W;Y\H^"5R-L 2N358/)::KA M/7X$9]Y5MLN+/2O*,$XY-$SDRT[I HR#?L@'(VGTLL(Q[#Q3J(@6DOBM"Y=G MCU!YKXG(U!>$JZOT21\'+037AUVE*&I1])A2(\J::)$+:EK[_OL!%/Y^213^WH'" MWR^!PF\'4/CMDBC\UH'";P-Y0YA:O(F^,(\P^4'\CL=:M4IE9?$[G.%=4I7J M6EJF;H;U4P)"XT3[//BY_D,=#-]^G2#A7^>R,8J1U=Q%H82+B.87$ITX,D]BQ$R^29$8KR;4R3&NXA(C'>TD1C*KU:WCV?9UZK-/A9/!;_,_89VT9[) M#DSUF$%FN8L-Q(_HXY?XS/]4E!5 B>IHLE-1CNNRO,DWN81+%IJ5>RY*+I>6 M?V8G:[]J*$])!X!T.DI2_TQI?(WD%CO_)PF*T$A[EC_7^;HP1=Q1CZ[5)G7\ MDCT6_(4\Y"=Q-*&6Q*@'96.9]^N*T!&Z:W9&M2E$[ MEG5]DT7[A)@:'5%Q4B %E.3G85O5+U !IWG,-^ ?=AX;IO6"Z?:B[MFH]ERB M&Q_G!MMR/KXI53%P<^SY]62@/T)HVK*YA8&2,A(KP(7#L.UFF!S4N5?I:0+F M_+!*5F.5179@(J7!= XQB.^-2+G0UPEP@81VV2"BF2B*Y"VA&8.O:N7$R.:J MCM4LCKK#Q(%-]VL$2^6/O9Q'D8J@H]5 M0L5 PU)=<\FV-C:5JOZ"NT=D'Z[X0R]3+?A9PO]=Y8DB0V-XPHT!(1D0YK>+ MLUBG82P?ZEPHD-:;UZ5!BXY=PHKI:B/\I3/@!]D:;9!(0= YQEUUWO@J66U/ MNS+@V.1XBMT!:O1JJ]_428^N& Y'\Q0OEC\Q"(VL\"4J6:_N=\6#L>@>R>J" M&UU>.I.+^#3KOOW_"6$&%>Z;&U \4TJ[4$_!YY2MVR]%^Z@1@>L) :*' MB4$5S1/O=HP#QXO2P2GI$Y+?/!+($5(>ECN1^I5O[BKEH+[.ZK;,:V\9!X6> M^1-0^)D9&JRMC)->DTGZ](]D%9NL25(B]0%+SYP=&2QKY 4CNGN!V+)/ZA/. MS0WN+_;S3AG) M;JLMV]2).!PEP#LT%=E?RO:Z&.-U=5^X^\76ZJ9U@SHCA8 MSWJ$I_5*RMHNT]%F?>+@ &#_ .U(TF>C>FHI8V1>+Z"1+GTLF9,K, H2;K65 MYJ,G&+?\-1^B,^G+ L.#NM(RV$!V9J9W6H-W@#.'2A(C#MHY4BY"@P?@B?T0 MKES3,'V$:V_L;HFCH?R\X4$0<4(@E!M%X847]ZE:+#HYT>F@"S0 MX\36_8")!*\>:SZ+O!ED4T:EM/: J8L*#]Z0B5$&;>N_X(I"E#/3=-@0$19Q=+Z>".9Q8^2"7)* MEHE^,@%FXF1.,!,G$3 3)[0P$XY!3 "C.9D3&,U)!!C-"2T8C=Y;R\TW>($W M=]5RNQ6EDYQ*BVX*-G73.*5FB(P=.SZ<+*8[*B:DR9[,*4WV)")-]F0.:;(G M$V!!3N8$"W(2 0MR0@L+XAC$!-RJDSGA5IU$X%:=T.)6O5JY7EIN+XH>8<7_5=--#A)?I/E@9UP3;R\T.MDM"S%/>8O!, M7)40];+;Y>MVG^UT*+$K=!IZ0&:;W<=4/4Z(I^OF9+0+0DS3&CVT'>8F?Z[J M%DPP"MO7'=YC[%]='PUSG!1,U\T*M@]"C%/K&@9;>1R1R0_,<#SF'; 03,@R MT-1B^D8!M7"9Q"4QLS_$!]E<Z+ M\D'Y*+DJ%.'/U<6Q=<[Z3XK \3)_')(J)(;_)L M=]X ."( TTC%>///?0 O76(00%\F.R^8Z^=+2>AJJ@")*LL$WCN3*"(VX.8K8TWB[Y;UCPDM NSS-ZOIE6]7PMH5@Q]O]_3^YIGE7 M\9.JJ+VI-RBXF(]3O'OF%B#%57P!3=/>-I/K JR44<**_1NRD1THW1(C- M^"BCD>3-%:,P6G,OXT]D(I52 'Q*8)++((Y9]$*8(B=*KF!MYTQT_ M./(F$-*J>C#5A8D^2#AK"@^?DQG4T1=@/6W%:%-]/:Y4]+#8?)H[;%O_Y7ZU/F2%P^/+1_ -_ZX?LC!<@:IG% HH__>=FF% MF@!3%)@F(2J)L(%U(NF$1/,ZFJ>)4DJI\TP(JO[+O+9'1%3U7Q+<&K_GC\5Z MEP=4==T*T=43W #],6-'/<85H=&E@V_NS$*GCUG]D =<71)+RK*9J5Z)K9IN M=IRN+1_WZ6[7O\>UG>5MR&/H#OE$>![9N.K#_(7 M<-/XA)+R'IU0$O _YK41(FH"_@>UFGG>M,43H"]=\.-.5-Y9;;C4D8- 313FT[-F9#M]._S.MTCTIW^/;GI\F_QXOW;O,3[M[!X_Y;8 M1O.[#'V2&^D?>5:[0O%'IAG54YUJ#/HFNQY#3(5L, XI)$M1G5!F]*_S6O(1 M=4;_FN#A=)%O^$3O)@3QNF9 46('Q$2G]KA.%P)VG1\J2KHC[K+D6BV,$.(Z M16RO7P54[9G58:BKT>\L%Q.C_>7GEC*_2VAQ]V%%[]ZAZ*WV;=-RO9DOGL'Y M?),_944)<&HJZ&*?[>[R^LFKU-_[=?KW2J>_'ZOT6J-GUHC8Z (T@V+6J!@, M*R7,*OTDC%9DJG5 'F$V" \VU=,FA5N;7O,*H#;#"IC<4-:IP42SYI$_#>$/ M@'_^ENW$,1CGBQ?)$O!:%W^Q^D?YY!.E1 2YQ69M@I@HH]>,3:I+QEEMOV1P M7+3.^$'+9M=U@YAGW3%QDK:/)U2K"@N!ZC6B'=)^:YH6 M%G0T\M'=Y&(NH7TC_JV74!T=C3K\SJ.%>>J'X[[/=AK:&C-F#*./5?-T>!KH MZ$$/I C"KWV2RFE\%8%V4/=39%"25%. M_$M5?S4E3$7%OYN\R>MON5//M6J+0V?A1I3=9>B& /:0))+C+ 29Q*8K6C9T M&MI9_BW?5:*D*5*/&\?+-SVL&N3#ZKKT*/DN/L9J<8!E0O7BIGK)=NV+L@LU MX5>(ZJ!->,U<7B-.1D;2#[!,^A@7R;,B/7B85^NM'&[G%6-YQ[.H#AYB#GV8 M1PF$)J5[)KQP?,Z-C+\PY MK39M +_PB"6A6"H7A8*'>8F$8<-BQSIWB(X@6V@TGA<_TD9BQ+5#I8,JZT>2 M.;'#04,X7O-I;B$H3>M,D3X'W7_!! 49+*AIS#<7,)9M_!D]162T23DRW MJ[Z#36WHWSI]A+UZ6;_F-<3_]VV<3JM]1P<,])P2LT@Q28LM!W;AM' N$UD?F_ /DETBO?4\JR$X M!@P(6ITJUGPEGA6[?7L(9K F""85:1=>,$%4:"R*;$!93:JK3I*(7T$]0+BT MRR 3:C0LPGZU-6D+ORRMAZ]S[C,Y[\JA,ZI]IQP&16G;#!+C4TQ@&YW@R6)+ MA 8H( $>JUTD]I]IGOKAB/* >@+EG>;"OJ%#2=/K6^^0WHI50UIW,_NC(/%:"EL%9]3OG/65O5KH,/$)WE MLE'PO=GNNI)>]F&TRB._K*64&BXF(:)MUMP+.2EZ7%[O?OVW?-_P&_^ M]4>S^9=)GR0\)V+& T)&/<&J*QP:IC/3O?'<\"3.X/A9[KN#(T5#F^^Z+-MB M YH#?[9UU37/?ZQW^TV^N>"L@QELWV8R5F2H?/@-$39QJT8IT^09B)99'W#I M>D.;1!H8TF.("EL:1YP#4C#P^_:RY MW#ZM:FY(4^BK4F>$?].! W+>LZ]V9 MHL#V+(%H-8F4D1]1/&)3.D$X9/81X284<0T>/%31B.E62=_,O?&.;G>$&_)G M3G.3?\O+?7Z5MWXCGFK'WN?E^O$IJ[_.I(87RH3K=>+@EE(G%IZZ_^3J.)Q_ M,:Y)W79L/$WBD>P/'7=$8NQ15ZK320"?^*FUK_/./1+I5[*R(BP2<0ZEE%D2 M(7[1P(QIPB*>2G!OM2^?\O:QVG2IF6^HV57)OM:2:G\BM;= M&?1/>4%'L(?-6;142*\486R ;\<92%5E#.@P/].G@Q=L,KQL$SKDSNJJ#"$B MRC;I;Q-[K*-K9,P(5?*+P0W5I8T -*+1;:Q_^9\1CQ0P]J!U9K)Z!",)=8$)%U&X&,%Y@BK=8[A6W\<3=5;(3/ M\JO\.W]F@D4 7+[\).!_7>=/789MI K'Z;".$.M3FFM*\E3FL=D]3("T&_=# M5I2RH*](^;DIFJ]=]15(6G#-*G1D/T'7GYG.B&+0G5G]149'RFD,LH?-6Z1, M>A,59=^7\13&_RJC '40(&[8AR["6G_"_Q,6^S@B=+DEH:&XK/3:*;_:JF#1 M+E84R0Y. #L2.4]=H$R,(.82UCDAM-X;VAD173^GL,[(Z/KI8J/2B^F1:$YF M"DETDC"(CGP.QH=-JG5 6@5,&>7!<07!*Q![N]IRAI]4'+WGR!(=I5M0=P6? MH.P\C.-+7.<2S$"H81.J.KGJH;7RZ[-ZU*H2)_X\GG:/_$7C#/N4O=B M5C>F^L%#+QTX@I>?T3:,89]RQRB_H(6$?5'5L#Z*!M+Z&_6DY%>:*&?I=+%!9B7>,+"_&'3%2L5TIBL M 1YFYV2HFN8TJ^L7KA# @\*YP5!L4,L% ^%!/4+SL.5'<.PSY4<+C-;.*YT* M,!09!3C&M'Z?\_'EQOD 88/\^5?5_(G(5^8E)+)?<2G"H[#:\4\\A"+SE-M& MV8A5@"8"(L[NQ9^-8[A2W0D,6YF1] M/,SFF,C2R!>.,"WQM^U#G4NWE1\S"M(G51?6]4FOV[HY&6FW(:9I#VVAK9WN M^;52*H3,X$Z192!5'PT&BAKF$VP,#S_8C@BR3Q;P;!8#WY>ZM4BB%>V%52GME8LS@4G7)7M=GNFI-[Y(]S$63 M;NFV-CU M9=!',/1CNJ,*NNAW3>HS#_$U.FCB!$'X[G5J89^;?+O??2RV'O1@+P22)," MPDS5TX[%2?KI4#)TEE?WP@DAT?NV$!I^0KV3PJR-]E*L-*A+F1A0:05*8(,1 MG#AKF'1@VQUZ0P^S(34*@)\O; ?%2((T30 S$TLKEC+M3[:=*XN?ZI[VG MR M%VLY1T1"^PY$@5JPO69QN';R M,$4W+R/=,<@WX1/,\E&'U'AI[=16SIG@NB#C=UHW,3:I#/RZ[&U39_FN@/H4 MML?2M=Q-M6#9393LZ#MUTV%U^SD:+?H8 5!:XD8N9$_Z#>I<5^53$-3>F;G6 M'8DW;@&0/HN4RT$MCUYN7G0RH_; *"*+85+C(IC.F$;#F< ZJO9,%EV"F)8; M/L)3_F?1JN$&-QGT8+++0CO74D^5DQO?SG*PG@3=M=IZ*I%<[-N] *2",$]Q MF*G%,QWR-53(17Z*V=\R&],76I 0!O88HL.6R?&G)MV;'0)?_-O;:BSCC>:Q ML5$> J_Z(;/$8G]M-M+Y#_[<*!I8/U.RD4*529QI:?Q3OI^L/#@30JW-R&?Y>L?_<$)-VWF!O=!RRXJN::2,*HGA$;=' MQLJ&^.KP)VF,LC!29)8YTRP2)E*\WS=%F3>-57\9,"POJOHIXZ_F+G38)5E- MP"Y2O0!P%B9H"%M"+X([Y:J/YA:;I8FB(D5F!]AP_C*[JY1WT1WYHUJRNTI[ M5Y-$MSF&/;H;7)R1OC05^DYSDZ_SXAMH$H&P3=6>=1UF J_JX@0]E;Q<4UF7 M;_*' JS:LN:=0BSO *;1LK=6%]:AN">%[ [Q,EKX0;Y)JW0/@QGZ4''Z ?DR M,MM"T#80Z!@+/13L9[SD,/$]EQQ^,''\28-S19W"[P ZQ*R(. M"C)9:F"4C\3+,FU@F4";7FXVPN76Z0N!TT7"<8MN8B:ZCK,X:/Q,83,2(X;$ M@9EC;!*^/5'/S3<;1X7_30!Q=W_APB=4+T[ MWVYSP!CL$H!ON+[)UR^7'Q^34$'Y*SB[."=X25760[9Q2IIFVC[T)G MUJ>_8.H+HW;V5Q8Z)"HIPOL1Q(6MF^-- W%4<<2XK_B;)M_LU\K(Z\49BE\R M/:KZ(A^OD31'RZ%B.71IN$5,KHI); U!D"_S9_S5AC,K&,.1O]0 O;296F5 M(NM "=R7CZ1O-#>"+'SVBRB) MV)I*HS?Y3HSCKKI[S&5=TIM\D^=/H%[URPSSUS;4K+G*V^]5_=5I!]5?T(5; M+TNF/P*F4?X9)DJ^KK:L^Q(;%'"&7K*JC_Y<2NO2\80V,D8=>SXH;>-Z[)G7 M9MAOE'1#%N*"^*W[F>I"XM%3KDDJALJ70 U3;9E3$>]DBR+LY(;5':?7Y: M/=T7I3BT++5S ^_7;9&9Z%#A9>=*!)QIEMV$*R!/N;2==+&*_M@/$Z%@?7EA MOPSLC^LD(/UY>==8+PHU@H4R:G6#&"-])@QP>#,A^P(CWGAF"5&:5-4]OYNY MJSF8WK,\&/+H!$!9(@44M\*\3;UQB+R4OB.HAR&"#9PA%794/7^]]P&H.\>9 M(91:"8QE&(V\F"0LTE-<[,^/5?D @;(^@"=Y/$++7Z#I#+"=1D/'1._@CW*K MV%_OTF??YUG-U\!%\:,KUPW/ &=20D_R"RN7F"E23- RB*B])D Y,1+!)"E@ M4WF('&?XF,;LNAK1HA\3[RV=^UJC.IKGT 7A8X_OF3Z]IPGTF.;XT+31PO5I M>QV.["O?MP)OFO^V4QOP,"%C(77 +2\,VKJF.%*:DH0239A]H3 MN1_ &11]4Y>V\K"%352,(/ZT1@\G<\2&C\&Z6?073N*]3B+PMS:"!&::'F[? M%(N+0=WJ%\USX&ZE.4Y0/AP'B8=GPMBLY7J]?]KON'JY.L_)#56V^%SMG*/ ;'0D($H^T/;=\3$P/*K4[@'0&WOH( MB5P"I!F*TM(B#7*W^7I?BP'?93]\JJH))97]%JSK:968$QAK,X"-#3")S7J4 M7"B#+'K!@/[3OQ]9F;[\$S+TD9_5R5Z2=#A=\DW:'S_E[6/%]^ZW7-:"]&7W M# ONJ4 M28)9-&:0+!?@$M\6T>*AU-)Q_\ 8ZNB] ^IHM6\;?C)O^)EUM?=5 M6#LFN)7UT063GTV+;7=L(6(+Z(UFBOB4L"T;=]7[K/P:!KOKV7-86S'HAL/> M)9A\'T?8/(8E0)M+=?"ZXL.62TL>9IW;7/@V^[KF"7LVH=>S)CG+P;5!OH16N28@5Z. M1HIVC H53>N\ZLA 2C>YOW+YP;>R>8-N81X$6]./0"EZ0D2-.#$_0G(L*+\ MV[T@E/DKC>4:OWHD2HYQ-8="8?M!)NU/<<9=>&D;/\F9=%\^^FW78>2',"EFM@ ]9 M1XS]<5WMBO4+6AHC29#0- G@P4.'2)'6T*1Q=<'%UUY71=E>EG?%4P#8UNK% MLI:)?@"L CUG@G#K9PR;KAA1T!:VL70S=2 ( Q$,Y5V$'JL/26FOFY.V:G,3 MTDK'G!,>A%/J3X6*"QY8P@NO0SCW8EZ^2H6'"Y5"M]2U0I?GKHE494Z7-\OW M[/S3YP J.M!N&<%N(@;!N),/4R#^7$R->VD?U9$R=9,*3_E-15K7PKLA( M&6,!L5)&7ZXSGTOT=G_?%)LB@X=E9S;J^O,K.1L6!$NP:"9PBDW^9$'1*+2J M@I X^>#E*XI$B 6X*N%J$>!(_#7,M8GF"Q^XMC>O:OXWR,_\DC6WG(OG?'-7 M!:]R^1V)"B>^Q.1YLBJ9_AC37V/PNT (=/:EM< +3V 1.EAFM M.<)X_<(%ISI'*%Y6*HUG;3Q^U)OF8I,RH\R8H!I^GFXV @LVVUUGQ>:R/,V> MBS;;*2@V"??I3!WK"$$<6$>* 2TP"REJ"Z;H*;#5M/EA4]G'YO% &5+A J[J M35%R=50BZH /^ZTN]#S--0P?=T M%J*#Z[Q'%GBGV3T:56RUE:N([^BJ+'-Q67XIVD>K_M]JNRSJZKYJBW7SL=TX MJ\UHG#+^;E#;Z[)D'54&9.T"BM"PH\PXZ81Y#X?+8[0]7RM:RI*\ O)#CM(< MX6A0G4)$4?/:O^'H'W+#82-/,9PS6A>'@ 877S_; QZ7=)<)&Y'\-5=8]:O0 M:7>1&.P2P%V289+.0AKS%OH?N69KGN7);7=36$>M<--E1[=O;JMM^YTO+;\? M4;<:)761A\#TACL.>D&X(0YV.^,W8)EOU%4(4 (7>T 6ZT<)8$)6/9GJ*J : M^&-7]$9C*))LAS!_V!Z(E0IE7+P)D#I_>MY5+WFN]J##:K[;*>,7&,5T(J[< MRB*X"@(B1#Q$C-\#1>136I3,G5:O$OC(0NGT[(\[D<2#A5XD.AO?2H;H.?JV M$T8:MM.AU6@5Z[(LH"#4]?Y^5ZQ74"&*WQ1QD#U&754TF"3"-)6T;XUH9O'0 MG$F2(DWIV#=M]937@:QHTVR<$$VO;?:'/%8U,9;(WG$BNR K0!M:UIN\++/+ MMP2 M9.C.FWK$'GEU^A@D95-A[OCPU(;TGQ&IVB$7W*'_:D&3*L<= K-=?;!G+[ZL MJ_*,_Y][+/$V?/6PYN/ _@[DF*"7V/X^E7>7Q7>B\$B5OF6=9UR'R4JWMYFW M$/H<;Y/V =J-%74-#SBA-:N#Y4)$SGN1?V2*0'J4'C$,U#0SX(->B/?A*-=[ M![:/K+8VR.SZ +$ 9UF;&Z7P#<.9#3:3',IBG$@GAL-@/%;L30))@BH9>9CHX1&A4 M_!*5>JX@E-02,H'AT1TY65BS<9=V92AZH9D=UN,KW*=628]!!&M'/NUE_"K) M3/6N1HJ:^,W4Q9^='SDU?R7K>G_!Z\8*V^NZ+UA7W!"Y']+$[<5PB6ID M$^0SI^/YHOAVC-,9R(P.Y]D=S8;9Z2?S0$Z4H;3"%J4!U0.Y(QJ<6H?UH>F= M*386Q@2ZC]S2].9JL*X@VH1J!%\7=JT8@3 M1.I3G"U1+2U4;\YV"5G?9M\A8M;^.I.?'Y6S-"-@8@@+Z>!8*$V7Z7&PG_1( M$H=2O[FDO9ZJMYU>VGP]D6BH=I0HQR. 9H)A53JQ%_S9;,NGKDJ'EEDW708EUNG/MU=3(S.S])@!:?OZ#7T%% V'[ M&JG;RX?1=XFN+D?A:QR8J2"GU&@E@_"L?)/%#BLAIU;PV'93_= M?%F-B7(3(CC%YFV*C BU+['EU2$>R- 1S@'5=!C#1)ZE,QKV2--R<9:DVK,5 M67%=5Q=5_90--_)9L=NW[MQZ3N0*DM'Q94JEZR&CFUN>%=DAV:YR,##:6EY&:=V@)F,'%->JE'@TCL-5 MY#:%DZ@T.K?P;VJB\)/O7O)G3B5-G)HL&?2%\%I!$SIAWH\+6S9230H>KG:7 M.*UQ+K5#%8>^D],ECX35X^U+6K\1G5=@/R>MKX^8SFE?8 '.\-=7E#A>76AA MN5[7^WRC=FJS+#>BDH?RWMDE70^KPS"=/EG>URL&&5'"0='4=P+7T,J-*CBL M/;N],L4C;+^$91X.7A1(%8C#9$N,*B9')%,; L5FU0RJU(UY8)DCX\?.%">; MZ>JZ?RZ+MKFY_3RQOKOHQG[B'9N?9S('7L9PGTM0$E0X8#)T!D#5F[!?7443 MB=:S*+&!CMX1'H3R2&A8N0'3>43L C1+C[V!#7DVF7&P'7(I_9 A(/'&]Q=@S36]LM3/\ R@OE+!W"L#USAPN, MZL:]A?"8C4$4D8:S@.HI^UA@*ZI7>G L#S/CET&0<]J -:3(B,-^Q==16Y3[ MHGQ0\+P>5)!^#9>%7<3%9R\4F13J(ZS[2EI Z==)"+O.CB+T.87@WT+\U!%B M\ 6=/T.&5,>P0]&>("S2_?XQ;YH\-_C:HD:E@=OXE+60H/,2=Y5*4@NKXK*@ MMC!VG9>%PI !_)P%T]2]%VT*%72Z2% =]5#)4H*CS($ZY<"O\6@;JLG#2*WIH*,?G8 >'DEK MW93P)*\5%*&V^R&103@ AM4;[-G&Y#GR>R5%EHMBCWI>""N!UEO M_@]5M?E>['9+4)Q;/DV032K3K(8_!\.I0._LV4$Z"D-,IT1GVFM%@!Y^QY&K MO18.\;8)"[RX&?D'MA"D(B)J#W.M!8A1AHM%CBG";2;]*Y("LTC,H/C5U&E$ MG&$1XJ&ZB'_/'XOU3CCD('P;WF+A:#_=23@SH1O3_1"44?()\K(TFI4( 5 G M7IAU@D?5VW$ D(4E%T]7*7%Z)),G=Z(72"&!'M1&[#XXX_"F8T@0NTC>8HYH MG=T^X(J!3U)P]*'V%-F*P 89.6_5 A-TYPL*XA0%NBH.ERGA-:WJ)*ID/_]) MKTM0ZBS'&1SOV/!'I[J;1TJ7)+RK+\XN3R]+R)+=^&$GH?&"07.FVL\!21)E M 5O['EZ)[\_S[19*!'W+C2T9*@7W,Y%/A2?OLK0>!%+![P[KW:[Z#GCOSE0B M_1G;E ]?&N64RX]!SF'O^:7PI:TK57]RH7W^J4-)CRQ*;-V\R6Q1UO$XM,BU MA$SEVZ6M][)4*KP*[CBK2F\0F' F9_(-\?_D2)@U%/7^:OE@.MU/CJ=+G4T/ M"$D@=O2:)YWR)#5I+DM^<;95_:+B3*:_*0P%"\)H-I$%4QGV/P%BA$6;^,*7 M3RXR,#9@[=]GN]W+Y=,38)D5V0[)E0IE]PEZP&M!;05WZFSJ?&$LH$Z'MW\DN>PV"GS M7CC%$7I KQ!AZN,18023O)-?PJO+:(]Y VYV-Y2;5M4A:IDW3&MY&(P:$R[* M&%W:JBYP%:@&K5JEK_[<&^[(+(!Q,S=8G0"8RFK?-FU6 BA?"$;%">A^)+AP M:RB38'3^3,^%:5(_ZFOAD FG-"-637N3MX6$?U-Q>DUD7 %T9EUOIKO[P@K( M#8TQ#(XMC_%BH?+Q7>6MSB-US0>4S])MD@7D6^,7F?UJA8AP]*O8D-0H2?-4,/F!!C4 M]Q8DI+Z-0'3-0N-V\1I6POU2(KPE$'B!#K4V(GD( U]@%J8OFDE$?G+%149&UU']\C^75\YW]-79Y3+-V[D;G"W"F:+Y&EOCMIU- QYG E@08 M0P-^8F1!;%P%C;EHQ2'+EXI,&GW(RW61-V=%L]Y5$)L4D1QOJ(B-U:/#.D). M-UF2&9S$.CJA!PB/.K1+!%!\RMM'J!GQ+6_$4(#1L("8!2 M841*<$TK2C:WXF.X1]O!)"4*+!0@ N4R;P"O2KS0RLUM\5 6VV(-FN9:/!P@ MAA\6!;\#@_M"T)3:>4=5*! 67=819IHRKD>D0(Y]A52PF7Z]E.DK>;_"4VL] MW.&A\N.Y4$@E;VW4.<2F(UZ,W1 /LO',T<+SEG/T%N[](RR:5*GITF8M8IBC M\LUU25/18S[IY18;V 3[&%:Z@>+E(^^J%%'^&_X#E("'%O\'4$L#!!0 ( M (]$@5A ,#XCAW0 +?5!P 5 ;VYD&UL[;UI M<^0XDB;\?7]%;KU?=FVL.NOH8ZJM>]9"5XZZE0JUI*R9SI)$N.-QA\/A<+C_Y?^\;OQW.Q+%- S^^LWW MO_ONFWO?L??_F?WW[[[@,)2.0DQ'OW MM']W'FZV#RY]]Q@Y0;P*H\V[_Y5L_O>[;]\])\GVS^_?O[R\_,YE?Q.[-")Q MF$8NB?D/WGW[+1NP'/(\(GS /[_[& ;O%MOHW7??O_O^AS]_]].??_CNW:?' M\W<_?/?#[_-/_L=??!I\>7)B\H[Q'<1__:9"Z?4I\G\71NOW/WSWW8_ORS_\ M)O_+/[_R']3^_N7'[*^__^FGG]YGOSW\:4Q%?\B&_?[]?WV\>7"?R<;YE@9Q MX@0N)Q#3/\?9#V]"UTDR)'OY>B?]"_Y?WY9_]BW_T;??__#MC]__[C7VOLEQ M>_?N+U'HDWNR>I=Q_N=DOR5__2:FFZW/&8Z;K\-:7)_I$-\D,8_:C"<Y)A5*M7 9G9BJ M*F;/"'"L7C/U#M;TR2?J,FU] VEX;L)@_4BB36[;KH,=B1-5L4J_A=H@V>J* M4N)=OFY)$!-N*:KZ?4.=)^HS":DM7_7!;.![&R8DOG/VSA/_5!W;VG=P>OB0 MA.Z7VK:F9 ';7P%:EWOB$>89LXG>ALPW"!(V(OMNS?2?L)U!225[QX!S*\B: MZ_IUP$\SRCN@X"M !'.7ZM%Y55L1U3^'=68V&YI9 K[*F(N2, FPLZ+B0NWZ M'$Q\]\3G/A-S.IE'QP^ECLNEH<2@]%LHN_>0/L7DUY0A<+GC,*AY)XUO("5: MN#E,#J6G<[;/_J5D-CJ^AF12P3][Y)8!RMDK!H.<0MM]4^=8^BV45HJ\.'7V M.KZ&1+#;DU-G5VD<2,:;7IXZJY(OP4RELN.DSK+ND'"[=LN#T3 )LF_!S'[+ M.=!@3O8M%',59T%'-9L?P4G2?29>ZI-PQ0\>01)&N3B4P))]"R;) X$;LB/^ MCQ_"'8D"+J /S%\X*/C^(W'B-"*>DUPY-/K9\5/RB1F;=673^12$;&./=IR_ MZV";%NM;;YK6N(",TARXO:"QLUY'9,V]K'O&>I 2DUEWC /J=QP(G'30.M-HFL@"Y;U*DV87CS+A[%A5_AM"?7XK;39\A-\;P7< M-AV#NS:=X>Q8O6U&,EC?DSCUS51:.(2=S5M(:Q#N2B-:\D2<*-HSRHL-CUB$ MJ_(X:Z+TG4/!VW">*A(&?)?@[KG@:*NK_'W#65'^RSBA&^YW,MBBA/Z6K;WB MO&LPB_[AK,Q"[YRN-R7-L>VL$Z8'Z2:[D(X_Q<2C?&&>^8[[A?T)HQ)_##UB MLF@TQK7@3GQF2Y8=VN*%F]!=&:?0FX!X"%N6EP,U@%G1 /"&*8O_G#$OUN,V MA2EM=1$R9SS[?[;]:U)B*QFA@0A&=VC58[OH4;1 MX%3V*>"V)4OYTN"R;PC;V5<&K(H^MW@EJ;/ZI1_#V:N^G"H-=E6'LG>CJH.M M]&/(?-##QJFUT%M?@>;AB=.;M.3H>\YQ_P?&>L9VRZ_A6USU_HRX] +W90KX?OS[*LC8]N*BW+#^*AQ M2%X3$GC$*WGD0YF\T2+^7[])XV_7CK/]Y?"D M8[FZH@$;C3K^79AOEXNG.+O@[$!OY<1/V1.G8KP<0N(G]Q5EV6156;#K P!01F(ST1.(6X_H C+IN2FJF0Q/+YHX%\PL3Q!\JG MO*R^\_G%>N7&&GY3ZR0U&^EU U8(\T_HMM'2$5Q$ ?4DH'8"%P(#&R#2DU29 M=0$LGL.PV,NI0Q.K@$.XE=/W'(123A_NI&WFAAP?>K!S8SNUU=*139GL M5+)E.D]RZB"BNC$5-NW>B7<0PER9NKHN$;'%._-A%WA%MKS=J[L&$=Q[H'Z- M%MW;-7$"D]]P'_10'\K2-4(W,61CJR?-/N S_<0JW)1O+4OGN"WYVIWO?:3 MQSY2#EK+"NCBWLN?A\&.1 G-GN$<7S;9D7T/L5DM\S[@P.[T#05;ACB*6G=V M!"HA,J?-5X83?MC NBF649F7Q95BA7N7;UUZLQ=M1# MQ98#*VO*,A^A]D(WD?SOXU&J?8JRMGXUB<]*\+K PIU0M?1 5J+\EB3+E="G MDM0%4!IH%A)4@V0Z5]='!JU=?O;2F]UFJP AU.$4S$D>PSF>QQ+M@0GY3:3X2#;;,'*BO=54 M!1D5[/U.37Y2C. >3)D^"^XN2Y;S6R^$#BQ9(Q9P%VV/RM=?&9L #)C+8%:> M9Z0$I.Z4HXDO:H4,(Z1H?+WJB8VJ#2(*R(]]=.*V0H"0%QW?X\/ FL1:P^,N M,!UIM9'!?)^U\+RLTIKCWSG4NP[.G2UESC!T1$Y"!=_?T9&<%"O<-)![7NTR M(-ZE$P5LUXT7KIMNTJQPYP5949?"^SB]!&=D/57@0SZ4B+J\6_9<9K8T10@- M.(W WD<++V+MA7#$Y.80&.C'##;&\Y?WS?*[_S%>5=YF [&W(KV.K!3@6Y%> M?&O\5J3WK4CO6Y'>Z96&?2O2.Q5)O!7IG4R1W@ORE%P';%O*FBY\"IR\VR8[ MT=$XRY^QE5*O2'8J6T&G-ZX.(NICMUXVQQ;R=/:/8>+%?^Y6-Z7LO+2,LKEY M6>"T[.9N]3) 2G0>0E9%$#!-$$#2&5/Q(DV>PXAKI%4)MXC-PCCW 89:EE;$ MW'4D#B&V.+T!C(TEV>C,J@ M)-RL& /TO>0<>F_0;QHW;!>_8C/,4S@_DN0Y].PUJ%"CB1NN MTI*P(H@&]ST_Y9(.R)H?7(>ZJD4/E.O-UJ%1%@1@+$-OJF(B,Y*F#";,HA"M M"=AV:NO;YDSPSOH63X\ M=A.;T0FR!S74W(8*<_;DA]]LI%=I)0+#/P\>W:*L"ME7!;^=A@46IC_'=-%$E^^LLDRMFG@1/LL%T!<,64TR? M3,-[MBHLW#?U!Y:+A7%& @)_-RJC@KU[:.N "BX1%3#*NXDL1:YJ(\](VDU M0 &L<3"PBEX]K_F"[JA' @\^LZ>/'K8LA5HKKHLGA0S[6-RH\G?@;.']*\W/ M?\!B52"(>E3N%:H*8IBENVH36.PRPP@>SR=@FI00>K&2:;-U?Y!?73!/S=C(P*ME\Z MP!P>@,+V2R7+M^#/]GL:7>JX7LQPJRB'%;9AU"B6,9M%K4#@(QOFAS#Z\1O3 M#;I2YVS$LN$J-(U]CK>2>F("V,9;2]7LU]0;)K>B\'_(3LP!3TBT65A/2 NY MX+!R;2PQ4! BU)%?7Q\'49DW28,VQ:$FL]JZ-)5+3!4:W)=AE;"$E9)\[?$G M\L*_3WP= &&_;Y"4C[B-.6K::X" W M1U+1P,].Q'NN6RFJID\?Y?AEI/&Z*[V!,_;=TELF&YCTU3/<='9_P![L/,?7X51691UQ-7= MICW[)2Z $[5U0:>.(LE>1GSF*UXN>J27$%UZFKV&'W&IY_1F=$/6C1MV.X1. M11Q1ME6"T\AX,5^_==$.[HX O6+O29Q$U$V*0\?BQ8F\K'SWB*M8SL/\5W8' MOF74=7"0'7RI(RM%'Q-S-PD*.H%3:+U+D<_#8,3RLF0>RTK^+LF@0Q W/6A4Y@ M2UT8'NXSTH6\EY.%RE^5@6T_Q;P4SJ';P\)-Z(XF-#L2M:J=6IHL$%-3V:\Z MM*-1)@U$%&"9P6]^B%"NL$NFQW>!R.\>F/G/W^JS^69[ T]#==E_4Y_4JOH] MAHJ06+(8UMF=1#Q+T9#8EQUN^XH+PFBZU,:)MC8T[DO!L59@57/JR*)N)(M- M&"7T-R=/>+ZB@KX;+YLALV*)9('4QV??RV"[D(0-_'^V(*XO?TQOXDRCND. M_&I6E2KJ#0&&)5 6!UC*OF&C[Z+O'%=J6TWJHMZ$ MS/?A:IGKZ7\2G[\Q^ 3?KE.)YM<7"U&4!63/@P$&(W^I6NY_=[Z35Y_;6JC% MH$CT:SRTJ,K#X*V!O&"#65-9IMN-.A++55%B!GK+Z:;UU7DC/="#/3HP58UQ M4L1AP5*Q=D2B1/:6V+$$6KT29G\X)LPY@F&;?.V8^ZE9?TL$,#MO;R YZ ==R@EGK.PSUA.U%J M7^)->JU[/[\ACI/U(?OAJ!.]Y3,O!1;U))/0KL4I8R!@D$> MB0B\;',ZSN#XNS&V 1UV3NH(H"L*N I2MM^%H+W]P&\8.T!#=/ =<,44,C8& M1@(EG.;WIF/D]ALP*Q=<2XL57# ?!S;=- MI="@?"(V0@=KE :>V20=RE-D%HQ^$#C,5\KSMJ4%IB59KHI#S5NRJGC!11(- MI7D=A<$%^S_29$Y7EO*!,,,$8%+LP,D@,@BS?7/VBHW$6P:/SV1@;Q:=\>:_ M/)610XX#"AQ(6XG$G:3F+7$U- V"?78\<69QJD[!741V-$QCJ7T&$[T"X5/R MQ%5PQLH@Y].\H/%3RHQ(%GD(;L.$R-)U.FQZYR!SEF8_0@9Q-N"L7/49HL78 M9JT#)C@/J M?B[X"ZL/AZ3U6[+6+@=.(O79"C-K!J7;^'Z'@:S^]B3I["JM$ M&E?IK/>*5EGKP!_?N2QE[TC)H%['PHNX#B%.0:,J/Q_"'8D";K@^\(<@2OY: MU_>3W*85Y=6)"V@BY>"5^)$&8423??:,HRAI:G%%"LG-6=3JF&(TN2VYNR?; MX@RX7%FTO5(R)V![Y1""AD3U[&_)4="P,I)T.9D9[A]FQ@)4 E4S##G4A"!CR'[KO'KMKGX683!IG';G'C%=,[O9./ M!%>P=$2[41"TZ,=)+'X=G*%R$DWT@3/)_X_G.>P#5?U#Y MR[R51S-Y\_+5]5->UY[]X]D)UN2>V:O+U8J 1]1&9GYFT;BQ13O@NK:>6CNZ M'D])+6=5'7L@ZN9///*>%XS=*!EZ\SMH#N!-30;KSM=BH"I-4PP\*4&3&\," M+^EVZV>3=OQRTM?!*HPV.?*6.I@H4IU&_R)%=5"&$JI,F-G#,#8&TTF>G<9\ M/&"Y-D?']CCTE+O^:JN!$UP/#L/W?.&&/#JO/%9&P8N%-D:?L]@:..%VIRBY M+RM('7(* D]PDN)%\_TP3B-BR>P.9F=6]G@X^ /2/0"N&3Q"-CPJ?E=2SN(O M%Y0?R ,/VNGOIX<=X():3/489R_*YH9_1Z*G$+*SZ_?0;EAU:%S?VX9PZ\AA M]2&IQ$ZO@WOB9Z@66<1EXOCAD8!RQKWNH*>T>/41A:NAIR-Y?E-2!IKX4Q#I M[81$R%W?G\YJ[40)Y65S67\U-QU5%7M\)ODS.]F^<1TL \^)V8GA)8R^J+UK M R2'ZI]!*@6D") +,#V2S3:,G&B?=S<^>!;' K/ N[H"P9/1$QV0S>/[;4=. M2Q.*B?)NPXRKO/A)X51*'KI&.?XCLV'JZ L.3Z=UN"74% M_T6!^K*&^B,3Z)D/G[QDP !R"!A4B:HKWD06H*'_45;Z0[K9,&G[9CVXLV'8?:P',E6&V\Y(<.0:AN,RN"VUIXB4>SX3+]8 M:Y$U123GMW($Y;K-M\*C$W+ Y'BW96G9J-$TCD:W\;&U<+HHX4:_M,1:ZV/; M!=[\UDI9:\JIEIDR?]$HKEME:9GTTQOV*$P\N$!SQIJ7B#3J>4Y9XHWT= UD MH9;46 OJ0QAZ+]3W^9FL\%.K!44&'C_.P\T33E44O0CQ\<#:S#;\+ M+G;U9&\M"4Z=\H MZXB0O=74IH 6:7WE"!";FPM7]':X?.7M.PF/KE4 M,=9S6W7EYE0K)F%X7.+VRKJ/)R%BO*I* /BXMM:,F ;F<[]N4557@@0?R")> MXUSL\ RGH@Q.OJ,."$^W!^/KQ]:3KVYB UZP"0>VOX6HT\5]$:LBXU;6M!J> M2))&"3LI^R[=?G@ZQMC112/9ZL89S&1G3A)[F@"-L-@H4 ML5]M]@BSML>H #B_"]'*ZU/CX_UA#.MGD"Y*PQ\JCQ%-[B"%?2NC($;AN^53 MV2?X*QZ:=\=P N\\S#*$2%!FGAD^ISX.NF@,:O_MM!;M >5<5.C86E*:Q#$/ M-D:Z4'L>K@GT/ \[/J^U>.=$R?XQ2,=RG9R/97 MF YE[#U,5=SU!_4:R,YP7WM(GV+R:\J&N]QQTV'LYS4'LE9I24+&^.S3&-#: MB4=*!_NDDH*5CS.]VT,[W/]MF_]L:+8,:/"01/1I@;@?+$8! KR*M) M[]W!,-"!/3B01,QB 0$KA)P0ILNN*>L.M*!JN0"G!I:_LB)4=;KSD;$&EE E M7"#BO3E/^?\?*^(KIHG[$$;ST9@:BB@E7TH>/_'J 9=Q0C?L% -=8JTQ.&JN MGI[HFK @EU0I:NLV2WY;78]J-.>T'A51!.MB;50\)W(\GK>6)5&6Z6S'/JU6 M-EHUFG.2M"**8#523/.E _9KR]NJE,R,K+$<*K"2),#O'NW*5)GLK,ZZZF!" MU1,W%7N6XQ(X/O,2'L)5\L* L&*8Y71F)=@.N* *#AM+$%VQ \S2U2\ M-3M;<%Y^V$<2-Y:0\ZCW6FCU4IU<&1J$%YK;;#$Q(R MLPI/R* J)0A1A=?L(H=WD3]S8N*=AQON>.5%),LRD(QSA@3SPOF9V\[5K D' MT[?(@_ MM6+/[A0DK/.BL,,X.EJP)&*:;A82:C3"$O MZS\>USPR:V:XC]I\5F0O;J58A\><=,1ZQWBY)PG-#T9G)" K:N8>J8TTAP"1 M(B9E(@1:&M,]V9$@)??$#==!5IG.[F+LIS+ITH8-/@/=$S!\VN1/NHS6?O[,6ME"M.KA([ M-'-W.F]_,.$WXOZ!S7SHHS6F1=B)6"A,@:*0CS1I/R]5Y&B?L]!R9 MN$**0\UCMU3%I10;2E3HEKQ49A.% ?NGFS>A&./B1)O\/$1OCFZI#&.W>>*Y M5$'B[_-V=3*F;\/DGR19>.&6OY S"@4/)C/]W1<"RU(/\!*A:!@QMX&&'IN. M[\1Q]CXEP_K0D:[2@@8\(4J3_+SL@CZZI3Y I$B-]]*TMX?/8U8,\FM\???@ M/A,O];-6?T4R9%%B-R9X*<@?(I)E&4X7P?;-.$!E\!E7UGMM6:%Q1E<(=@5$6#S=J.:L#1VUNN( MK(O32!'"LVIKU&C.Z?BMB")8LW;#H$K&_V>:/)=GSBPE_6#\(5Z$F@6"G=BPJ_.K I=1F5>CKD4*[CW@L.+@[;'YHW?OR4XO('&]1/$^*-M$'H<3'34(,FU,!O')%Z M"1\"=H:'T%/K)MQP&=I8C>2-=1&>::]A'6CG5XM.U'IX8#3\Z^A //H;_(FX MLK#=AF?<*JN[Q_# -22JV3:S5L-'NUDD:/Y&O&N//UM8T?)U=@88$W,E9L7] MGCA.-Z,YB3#?E)^8/B3PUZF MI41LW(H"L?\Z*H\12>1CA:INF,&)63_RR&UIBNT;BS8E7*_6?.4+, .[+\+K M4U[9=J%KDIY,N_*C#ES1@"8DJY8B!-+^>E+G #-L-[B7N1'DV#DB)=-A%]-7 M:<+GON&52/-VU44AEE$4"(2UD] L&"$!9H>,64U?K5'XT+UAYOW"CS9(I9OU M2/;?@)5Y=0X?AOK<8B+MEK># O4GTE?YH +'J@Y,";*8V8L3>1GAO+1#S!/^ M$H+/QNN2%DN \_Y^Z.LILH(&2' ?**&_8[V6H=D'! LZ#'.1CE+7NN@U48;9S:!3%$'R5;1R(9 M&0#_M#%T!9FS??'+$9:C%A?8_3)[A"Y9-;DO P%Z^C =ZQ5H4BD@$SE6@7=G!Y)(/$RU-B8C8[ MGF5C3:)U(CCW5Z8R; "$?9]P9/Y0?F!6P)2X^-.[=<)=R"F64H3%@IPL3QT?TU&YX;[T?&RVBCL_/BTI4 M3G*H4_6)]T:HU-AK%:6*2Y]/USXEQWSK(: AA$W),!:("&">_0<2P=D"!OLAK( PZ!' MN45)@HN4SS9/0P06?RPJ'W^,<^"LFSQGD]9#;Q\3ZI.L(9;M=KMW7@1OQ*HL7)/]? M6RIEC=^O8Y\:0>YP*<:&A?+9QOO V M*M6OPOHIBP"L[C+L^>B7[T8](7T%&M&-M7DUYOR4=!EX3;,Q\I5/I:\$\8JF M$I5+&[,K&^&@AIRD8Z-7Z>U=BH=J=7)\<.25/Z:I.@".B?N[=;A[7_QQCG'Q M'T>(*T.AN+;*<%;G#)9D9P+ZXA(,=#;4/$#G884_%RR8B<&\2_G8>-YEET(VQ"/"9(AC60Q;*(9&_HWP M0Z2L&Q4,Q1-%\2M+#IDDTZ=#PW%]$:B,,V&)*,& XH->\-S-<)O7DM"5BO1C MM)VY3Q#RZ6+V4'VD&QJLEZO'R EB1CDOXZZ]:6M$^E0H(N<5JF[H6B":2WE8 MIF\/<^I;/IR,45T! \W7D#6$MW @59#(,MCO0LJK/3'R0C,Y7&3=Q)!7I*FP M>A!$[EU?86^Y(]$8LFW0F;U8F[C!=AR9Q_;3?U5G'GGQ!ZIX>5,&GE1;#(N= M0:EZ35I/BBTQ,4^#;N:[C7^U?QX&V=UGI=6(H1C>T7"TE\P5.T1\L@6;RD:X,4+,'#*5020(R\%$$24 F)KSD MC.=#GJ=Q$FY(9.O)3#F_4)4A,S<21&_?@&7*GBB7[]<3T&RE>5J<,P7 MY>R96\UC=>W8P&Y6OYZ!=#JFCI5VS9CPG3C.GIEGKRO#LET/^PVA6;;H+6F^ M,9$(1WFP&XQ]# M\3%1@K;@LSE +IIM@?N?YE,9#"--V%/G4IB2](XE _EF.@Q#< '>VE-HQH*YQA<8(WU91OU-(R,JW, MKE4AE 4W"?S!)8'#7$[H!/#:N&B&&6XQM[+#Z\!5A&B2)E4.]BF(M\1EG!(/ M+L=;.O8$L?-8W^"QZRRH-DVKC+.+"4M MO -00@VYF/'/;.EQ+3VP!AP,:H^/8XXT-+@: A+ ]KC1F<%;CA(Q/G(3"/S MXGG(N.Q:K;KV.D9 ";=J"J4' Y3,PU9Y,EL+24 R]\R7$LBB,"O\/6D9DM8 M=1G-14!MN9BD*=8*#[]#B5;<+S]E<\GC,T[@9?_5[),SJ)3P?9A62"S:) S# M&^KC:KIP)OZ-(HZVX@2*Y/67OQ5F[,=--%A OCW57AVFAR-5#86IR/H6?H$Z M.>E9%KVHC(F@W@(S7T%@1E_I;&\4$&\!3?S>KMR[PDYGJDB!FHR(65Z&P;NF&*MT,-^N3),M%7@,#M*2]@;1YHSE^&@ M4#MR+[EE\DRB;#KQ=; *HTVEA8E^[.\0I!(/:QBW[1ELG!AE%U"V@I)=-+7+ M>(#1MQ^,[:.+GZ6JIM^F88Y.71N[T]E;L'6@6="-L+X%6-\"K,:*9L7,@Y15 M,XS1G#OQ\Y4?OL17853WO]3V'Z6!4#*D[6W(M0A0)X# C?O49/N9\% @\1;L M4.JLR3WAZ[)DBB>QT."?Q(GB.K=*TC8<>C9!(@T%,$49,&@T1"LN:)Q!<<^, M_7!%Z!CM!->^!I20%>M&/KI>I4D:Y=FC=T5SO&'5,P0#&IY8NT8:Y#*=1VT6\R;=E!P=BRQ9**VTVZJ/-Q3-5V7^Y+FC@ MB/1RJY]#)EH"*>OC>#/?7 PE7L$3X_JSE\&K,(T Y7T<#JF2&J:P*U@"ODT" MEC?=0:[OXW!?H[R/6(+U"8*6]P,O(0,H\,IX7Z5!K^()53(,4."/SR0BSBI1 M[(Z@/AJ&KV:@W HRK$*$EU V;H.Z*(Y1JJ> MF+[]:Y ^NOBI>FKZ;1JK[-2UL5/U#N^"@H1ZG#%V 'L@;AIEFH*OB2ZRD]&7]VHHBM!BN-F>IC8[\F&5E^#6#A#B)F M[XCXI*P(N3;T5[5"ZZ"B-!F]"]FI):&.GTT@OH[CE&]0G]A))F*2^N$\#'8D M2BC[&8/AV0G6Y)9]$NOTZ!U&XJO0B*%B (S# VK/CV45?<<'5AK)R%_)#F$( M.U:KCV-?-W8VHR[SB1^2T/UB93,1T\ X,B#M*1*0H7J%G-+)RTH\!N%-#9"F M+39\YM,*!!0\S>8=AV*X#O#<7TH-M,0RQF/UHAA&O5VF>?B[/>:05^KB@0RC M(G<1V3K4NP[B-&KWSAR\Y%K#X_8)Z1=$=36TL<&I'7Y8G=Z.LQ$_AHO5BOK4 M2:#%):* 7(I43V1"B%!KGG#V+PJ:607G6_@";D(:$G3^)]^B\'B_H[=0&ZR&&_EI+ M3Z)]T($=WW7D>N0CYJ[HY6;KAWNB^$9?^O$L]C?YU.$:;QIO;X6?5'3RL%1Z M3TYH=AN=!"^UNR:R $EQDY_DGW+@JW)$KV3N!= M_IK2+<]C&]@=M!QR41G2\*C;.=2 P%2;PIW/@RDM$&"U7YFLN;LC';@5\@$[ MW/<21-Y<5?2QUN)(63G&;TC1B_K9_I%];B&!2H4B7/F MK*0NJ5!$EK?&(E 2=17+>B:2T<&3/%/7%]\Q#S]HU@='+0YO*(8F/KCI1/F5 M!HD.S%L1FXP*M@]L*$(I:"B90R575VD44/XZ@TWDBK[R?]E9A!V$,._W#879 M!1O6J]I#V6S^$NHY]+WKS38*=UD%%#LR[:*$F_AE*-9.Z# >SEZ0'?'#C/-. M8RLY''9\/J-%UP4"6#!/2RI1&&CEP]4^F-7*J$\5-^#VT6'S"DA4.YQ:,6Q= ME&8E/B7H"JG^">.V]SP,XB1*70[A=!6'$79I!RO[MDPS;P%MLPBBAOV4_E\X&.BD-BJV) M^CJ=*@,G$X/-X:="_69Q+RS-&;2C>.%R^06TWP%-]+U!3"H M,#VU9&+?'$&&;H MD^%7!D&)=ZDK+1:8.#4HIV)])7#Y0 MSVN@J'FF@L^P?!$]<8CF:^!?0,0&BJI"L2-X[2WKN5;_!,6HZ>'=G"1@'$:_ MY+&<=8V:QUV#X'@2>A+I1P+IX=IEG%#N\WE7#HVR)UC+5?&FA&^:C \]AAB=$6YD]O@/_!NV(^IGQ=>B>-TPS91)WXN M@H([QR>M N9@IV]+S*)8!SOV]V&TG["&'GG\ZE6R(B[<^C=>%!G:& MP%;&L?(\QN$9XT)@.CK:GQ\"49$3+'!ZSWO,+U>?XGQNPX.GS0%G9++T@((K M"X)N?ZZ95((U/?QQEBSW^.P$9?A@PG:HG_<9:2"2<,&>:>@H#.Q,$6\XL3K9V.T9!($>R!"$#8OLWT MX-!]QY 83NTHP?LN&$_NN%_]15[;.;YS]A:*$8W+^V2VO_XU:3DTT"5@C*05 MZU&0>FTU]O>5&FK3UVF%.4QG)T97;A6)(]VY?@AW) KRYW1.4,Y@K[03R[[% M2O8QE[T4!=22+<6)PPDL[77M\>>Z9@5((1=8MKM%9O.=_B[1XOC-WY$+$Z/J MC)V4C2WE]5MYA9WEDT_7V7!35E8QP_/;Q<:4)F 0'5]C6TN2A_D>2;2Y($]3 MOLKK87PJ]WE3,K9UR>*4.>K!*,O!A0B%Y0/-2PO4L $,NYL54RR9NR7YX4YR M3%%.Z"0"FRJ 0GGR)H(N)WS@[X+&KA_&:01]&.NB="(IZ$J@0K9/0:_6 M\,M=ANXS2:CK^/%;\88Z'N.4*L'\58/XE3J0?0L*"M;&T)[[V&O(2O;M_'O]34DUOAD=G56%*341 4N]0JE MQ?LVFWFPOB=QZE<;O)L=6IOCF39WEPTS]!%0U4VXB\*K,-HX]V1'@M168ED7 M1?Q.N#WBZG' VQ#";3+PU0%-0]^=U1)N0+ZJ?) M$=GQ%U')P-SWSEZ @;?2L>]&F)N\9_-:9*6^PE7IE9<.IN&=2&W4Y6%4T^N1 MON&,8X.6WF/6GDHBQ_0512&Z"!RBW&S5T9"=DITH&99M6S)SO=DZ-,K*SL/[ MA1(B.#$G&.$U\4(JF-ADJ\P+ND@C-K&[3$LL"5-(:MXK4HR>N2LG;*9@+-M? MOK-I1V:I,;D8O@_KJ&SV!8K,- S9N'*Z:K]\ANE^4HR];HQOG4R@, M:7B./5*YH@%-R W=M6L""#(HAE\@JA,V7LD=([>BK%"I="HD<:,Q.AI:NQ+5 M4!6\?@D=O)WM/SK_"J-SWV%G(OCT"!W*V$V0])=]+8]2!^-)JL*1R5MG0R[" MC4.A'X_H4L=MCF:P;!0U0@QUY2AFN'/=,2_>5B?R^MC8BW6@;!I =[KZC7: MR-G(VLJZDJ:\LN8:XD]GN6)D,$ %L$V6T@UU^6-Q*TNI/O;,EU(#*,#7OWJG MC7"5O+"Y:BRAQB>H79@-A="<-5R]1),U\Q@Y'MDXT1<[.U!K>,R\R8&KI@T5 MW+M.'=%=+1:?'3:)2&/=-+]!;FYM*(G6S.&>)!HMG@NR(WZX)=XC<9^#T _7 M^ZR IIVUU$=MQDNK%TBX-XPZ166/"KY$CDK6V+HYJZB+J'&"F7EXW*(6H?D(ITG.>QDFX(=$]YXRG1#W3 MK1UCV45IE@#_:127J3;L#0JX^'Y'=WPM>8,4X' MGHP1YQ46^MIXDX2^/F/H2K2S,9EZ-YWF\2I_D/?2P=V'"#[]J9?<9/V8&]'; M'W4447O6=;"W<-UTD^8^]2:,$OJ;C6IM!@Q,-YICJ@E2J+&N?4J>FXS>DN3R MU?53CYVW+.6M*I&<:$"A4_YJ6&+GT1W2F M5)C!SCG7$;WJ%JLB \!W-/95Z)_$B1Y?0E3-*7G SV@?1V4.F&,[9@9L,P49 M;^?NY@+]0=Z(VI+#CMHL0)_KJS"%OJ(P9 +YU<5XBI)#CEG0U(!G]K?X:L*9 M^'K4)(,WT)+D(9$*[ADDL'' MBZNCUMM8N&Z4DK)%5NP4/;+:9?R'UJ5J$%I("1D&(?3'SY;87_[GM]^^^[^? M/_[\A__W?__+W::O_PS^\)/WVY]VZW_N@T\7ZGO/_SKT^,^]O^T M0_3T\-]7 M?_OO/S[^\67QC\U/_]JN[_YPM?O]3\'F'W_\^Q\W/WJ[SYNK?USL-X]G2;!R MO8]_W),__?[3/UY__5?PJ^^EFX__?7;[\!RNOOO^2_*R6K]^]R7]\^;"E M+T[BG=_\[8\O?_CI;_$?OON\7WUW]<=_^S?GX_XS^>&//WY.=X^_OMXN?EO> MG?\I_N+1W3]^^L_X#_Z_^=N77X/WOUW__2HX__'SM?_]WQ[#'S\]/_S^YN,_ M7C_\?IU\_/2OW_^ZV%[^/;KX^=__ZV_?__&/O_X]=?9*3CHT3V.[5T@/8"W3MGS\;S'YU7$A>L M I^!.@AAG'PPW(KJN:D+=ZP"I16VAJ%*Q+'3"2.?T5L6PH)L:],2U1% %CC MV^!X=I=&[K,3DUJE, (FA M#4$_O1,^%'4: P5)0/:LT]:4;$Z,)5XQKFQ_SG:Y@LD*V\ :HT[W:_0Y-:2" MW4I9A4MKWHR7J]K+K.%0J$,\X$B"?X'#._MFS6KB3S'Q*"^3?N8[[A?V M)^POXX^A1_Q*VJCA[4V=RG7P**!B>G.C-;:^$Y?U\V$C,1G'E[^F--FW+9 Z MB$IS Z6HG70.15[OY@">*NZ=L9'*9[5Y8/4-IF:@V4M[_H9\N2H:+BVCK)R& MA6J1K)2#[**$^QZQ5^-[A2B[63"12#&RE=H6 M];&Q?3TMW!NPF"^8]MLNP\A!1'<,K1VY#MAVD/+[J'L:?[%@*3M)H5VGV[:6 MW0"/7!NCS=1Y&&1.P"/[RHJ]["2%O715M%\L3!%N#;-I5,;]V+_33KOGUOBX M>Y:N 3X(/4W/:V"/];,H+@6T*#*%6_5@-ZJ ;U5 WJK!C3E:D#6[*F%^)CY M?=0@'S3K5W@741>\(\UQX)F'8#KOC*KXH3[;*=NW$B\KCQK$!<017^;G,B[;%2G\EDZ@HMX1CG->WL-%HF;\RN(!GW3_T3?-*9X".) M-M_;T&,[C)Z\(V!)OF");9.QQ!=T1ST2>'.QPS5^WQR+(<*&:S2#D"M37!S% M"S=ADTKV0]\T-\2Y^2 M]MYHX[Q!_>IS4-07\YB))6^)#-83&70B4#_E @I((DA*GLKTIR1;O^- M6;\-@_SN-?<"CU>V\3)-XL0)>&V9V]3&O?48+",;2SCW 41/M81M'H#>DHB& MWD/B1(E1E,-X?N4Z/T[F,^$KGGB+'8F<-;E\)9%+XSS&KIA'/!8SJ+7*8!5U M/ &:.Q$B)=72T@9G]X1G##&.RS2BU,E*?Y^1-0WXS\\O6RJLUC#%PU25V3>C MK2U>@T?=A^C)FM>&M:N\<<]2KV;'>M6L-C%^U1 MN^FC=KBVH[/4YZ\QQZ8(ITPVH4;*WUO@0$&&L'DRV)HYI2 O$-?828B3UV2E MH"Y4BHWFP: Y;J51BM"$U2)O>I M9?]TN:2#<+3MM/CY(]V"@:JV>"8 M*M:U:M'43YNIB?O.H^JFOD3!WI8,\(\'; B5N9CY!7BE. ?,8.H>A'F[G9^N&>D <2[9A"2-3/SX9C_UJN[HD;K@/Z&U.^ M3+W.PSB);90)M\.C>6P!AHO6X@=""YH[G+8S("NN9D[M*#K:B[[,TO/6MQ;> M:-;'1C]4VS11515I0 HA6NU'YX4FBQYI=CTHKW^&+3&A;AY>1C>FB-HX[YXP MBT%YGY*,M4\!3>+[AT]6WLAVTT*]"),*3!$GV+2N4[8QX+X#P.-:O:7S@03L M^. O F_A;6A ^9;+'UHK&2OIQZCJ;\FAXW*7HP7^OES/\F6E:Q^(SWZW9MQ] M=*(O)&'_+CPK8-O71PUS[5N4OC+82 TWF5DG#*AGQM,%V1$_W/(@@M)*EGR* M&[*V*$H95*C%RSF[R]6',/1X-G8QZ_@A]*%#R1V$3GSI=D$\R?+>HX1R3W>= M]X$[(.DO3!R_>;$_WNQD:QD8[QC8,A:J,:%"CH+\X3B],R@?S@73& M?Q]@*RP)P!!NW3<-]58L M>O98@]]TX_O@AH!^Q&$=\"6]B!K<&']%-1;HAM M!21BA9(4?!L&NRS9.7\)N%SE*2032_R5<7FRV60V) I<)0Y775$Z-XW#^(F6 M/!Q)ZM-IQ\@?D1PR\_Y)'+6[S]Y!3LGF]2,V]%EZJ_3?V].#MZ<'UIX>&(1- MF>8_A9-['?/6&/'K5FNKC1';*H_A2OX\_6./D,43>EYN5Y03:'\X>$YS.^:H M8,]1Y_0O8"=XGFV;@;FJ+I&1F6$^X-*53SC M&X1&5;QI7R!,5]45W>LWW;>L'4.O&LQ+IO;%S16;*JO=-7Q5FJ2"+&2I7(27 MY63-8;H.5F&TR<:NI$F:OB%OC6GZ4EP^D&DVBME&7A.O$B3, @W81H_ M[&-NDC1>HW<.@.XAR?'LGCC2\[P#WPREW(-+8[9-Q/ O620OW/@W(HG6C MB9B>FO-AQ[35QD9?B"H*79-9'9K!)NZ6)"]A]$7;LC6^PUT.JB *9XQDTKKL MK.)!O'>+F8E$.E >U1\"@ZHTC'-/*=LT#.;BX+2/=F1("6'_RE?FT(7!>^G MARYUC5-U5\ %JZ( N[N92A,(52 .YB.^$I>BL(JL9)#T?IH M3DNJ/6.XJA1&[X;SJ@O$$U]'V"DOI$ATKGNC*J8X#:E*+GF-E!?J^]>;K4,C M/M$;^*<;$B+(<3I#N?<<>4ZF)+'\(9N:,)O@J,D8&H#+&!5JK-T>90A!6P#-,0D/T9. M$*_@A=P>?]Z&N((3:D+BN;.EB>-GML3+TH(O:.R& 9M32KSEEA39P<#B5":+ M?;5I*&9U6,$:QV@NW$=>(VP1QR11.[I4_WY.IY;:/$UZK718R9%3A X[/XF/ MN4%FQ1PWVS#@X>+E2N).G.>ZR@ ^*JLX>0B@XN,P;@8X+.=IQ/7MBGB\=&X6 M5%\$W@W[QF_Q8&OV)BS@[GU ZE.SET:"0"YL7&?:]CFFCQJF41ZRCN1J(#_C MX)3P+[CKGIX=J??01+8'L-+OPQ?N/MGVEH&X5>">=NW8 T7%,+D)$!7,-;ZB MQ70GS'C CH59\"@,A0&8K *A0^.$2!6)8FO)H/75H1M]$54(_W*0,M1F.JY* M*)%&W6O M4(-;%_+:)>5'5RX;I0Z?IS] M+ZDN =OZ8W2%B=1*$ 5>X:7$X@1VWHUQ?!739W$2$55 M;3,0$E0P9#QK5D^NGX@M:S$UD9"L75/6%@786R40?;H.=HRW,-K;UI$C(4=H1/]QRC;=O*+K)SUY!>O$%? T%9E#.V7_3I'9N M+]D?P8!T49__X;836[ '5E#1L3'VC,I6,%_)UNT[Q!LI$ %6(B1L1K8EV: V M:S^^B=R0!UG-G-V!HJVS9O^F0D(/>V^&OZZ0 8N3QR]@;"\OK"1Y#-D[R&3L M;K=6D%2N(SY"Q-+&M*F,V?)"U S"-+;D6A]0HWHP2CKOTES1EN M)I@&H?1&?[B:ZZ9=M8#-HN69*&W;\J_GM"P[,("+C<,OT2KYU^3R'7KHX%F#BM. MTA[/TEF\@Q!4VL";_5.1IZGA,VYX^) X43(H0:3-59/Q\V?>#.TZ8$?I%/Q\ MH4T>.ZJDIP3ZZ.+6A%!06O"VE8HK?R825T1PWBW^>(GYP&7N0C9NN$J>R5T4 M[FC,_FL51L+R7D;Z>+E:$3>A.W(8\IZY>Z*'&\6OZIQ9VF^AN#(TV6+R#1K5 M4B,ISS>J_?$H@.AQA!ME %:TJD4 $1=DY-J:TMV&W)JD[,_8HB^"+#:NB(?Q M@KF7(*M9AX @(]JV]$O\J \\/7D0*\AG%&0%DTL(,+YN2[U*5WS\PR\T=ZB/ M+I!54$N*@R\ !IV]34VVY><98&Q]U2Z=FN ,[CFFX=>-]BK- H-O>JDA3/2[ M&95)7841H>N@]A<7E'W(A4$='T$G>UG"CF0BZV&_R RNE.2:-ZIQG(@)?#OJ M-L5B\)IBA%/N"-6!- A_9;MC9Q4@G9<679E![\:[U[X@L1O1;1Z8/RN:*CN! MQ[9W&H>KNPJI"Y(XU(^_,3Q3+Z.U$Q2YM0S%./2I5[YKJY)9KJYHP,Y;M"C+ ME+=WMA.:A^%)-\J@CWFM=7-/AK;9V/H.ESZEFV:?&N"9',='C6B *GJ>J6ZH M+^:WP[ZI+Q1'R;%)^X-+ B>B8;4Y>]?*91]75BW[K^.*E8^+Y1@/7,5$M!"0'I7+-IF\_JV/S MTXWKQ,E'LGE2N_]21+LQ,(I=U$:ZB09X+:9Y68E!&ZUYYH@_Z ;EGG,2$._2 MB0+F+,>+[38*MQ'ESBZP$]=):CZ[0\L[JAY&NN'$K8*870G?A,'ZD42;"_($ M[J2WQL?9,8!%*H -S- 9B_'A.8P2SM!9&$7A"U+E&_"GP(G?^C*7!G>GC4-$C;3#4TW-AXRJ%,^$6.M!398?3:K M>I'5F6%_&LG(\W,8?6&;5]'26REFU_ADSEMZ<_90M=9T),!5("OX1;R8 M'8K/PV!'HNR*JNUF2R32,\1L3L5"&?7A U8-34=H2WXIS31'] !*(J3&)W-> M-LW90]4@,]N(/$(V/)QR&P9N&"1L7/9WZ^N C M-JPAO)S$QC9(&%"ET$STZ&!B&"[5W RJ) <,XV0@?7(872@/I] MA>X7SA1SOU-NV>ZR%W4\/9CD&TZ55-I\'XK*_M-#581@O)V!$!@JC5":< M %O&/#NS?6:FS0F26#*/@PEL_KT-91K"SBF8H.$R*74*(K*G=S@(HVT8\071>U0X'W4/,_'#0@T\IN)$C;Y>O+HUY-AE3+Y?/8ZV6 MV"/Z;LXK4(A#*9/AD:O17KFGFXT3[M<)6\L#E4FF.HY];I'**D=.8IG@[J>MG3<[XD\.' M',58)$V)W] ] FJJN*:4>K S#$Q6G17:130)(UX28BI] T9%59_H=):*RXCL]G))\N$,PS+%IR,5MK'QTVT8!$ M^^H\K"RV+DJXC_\,UULG=.:)%FW!FMU9^CRG]\YA\WJ,G"!FAR1NX\_VU=]8 M.&!H$,:1.L Q0P=GGNS7\VAP@!'K?RQHX"4.>^?Y]ESP[;D@/M+6GPMJOWRC4<8\]TLM MA8,E1&;LF8E!,S]G 7AA398L^6(2,JB!J6XE[I:-?!@E-]CS9*^4YI-O,Z[5C;D%9PPB! 9AH6/&8QUF&WMU6F./LU!FT M8N)5*$[CAAYT[5651PET@ WC0[@C46 M%MH:'C.<;5MF;2RA-@BS[-GB2'#N M.W&\7.69F/"F7DYGOND5'=B9/VL;F%119<6*U140P';9>G6X*C010(,B",=K MDVHRLQT76D0">8O3 E^,$9*#S(,='YU_A=%Y&B?AA@T%%!L5##H_(R=#Q_SQ MIUGE(\['K;-AODV-&["(J'QLO(BH7"M+R70@8GY!_ M0[L9482Z.D7DYNA93:R2,2O>IHC"1 74"0I4D1>SY$T:T(3.20NW163NRZU'&S#PT6 MC*(ZB*$V=Y?+I'Z-/:_Q">I=I"'0S5GCMLJ^[I^MB3)/FJ8UPT#Y=H+).!3!TU9L_V;]_O1B28T M/IFC?6S.&K=H9.D+9XFJ/&?UF6[MK+$N2K/V*#HAA'O7H"/=6]X!9;,E"5FL MV8ET(]L"):NLX_,96L(N,,ROX0:]\SJH3ACP&AQY/ZM[&G\YVY^1P'UF9QX; M=ZR]Y&:;Q]@/I'DAN\$9C6WF2M;L7,#VD<.UMJHZWRW>)H*M&UJS9 ?')_$] M\YB"E-P22T_7A30P[:J)1"1(H792*!-SCBDX5@0H)8/JC9H(40X8]O%/,!M+ M*:9=E$YI.VS7ER6U^7:F G9#!;'GEZ:5%RNHA4$9M M8MM@IVSZ@$/9"_E5V#VO3 :4JG0<:V;I\PT@!I2@-4U\/W ]ERP.AI6N%FH M8#7 &_I_L$_:J7=YT5 P].KC(>8A2>%KS!CO4?A'YQ46^MIXDX2^/F,X_W=. M-K/J.]?;[8.C3C7-V$,?6R0$,'U+L$*J-:?HXCA M-&]^"5.Q1QX-_A235>K?T!4!%KH224P7UHH"J %MOEG!1-*=^)D75+D.XI01 MMM)+1DSCY.0M@1([)'0=[-B\PFC_D&ZW/MO%LK8E]PSS: ?>\:.'&/*3&BMB M[\,7KF$F;#%@:]9>A>(I*H(2TLC)S4=G9+GBO9RSW2F_"GX,S\@%C;=L2_&6 M*VB[H$SWY+8%#,^W#L^4UPG*[@1:W;ZD']]2JN\ R.,5IO'-+5J M[]VR.=V]DY#+U8JXO(F,3)P V7\ZM$])&0S1!^OOJ;>\B[YU^6TE\?+V=3GQ MLOVEH"N@9+4K#W9*\E9'$*-_Z#WA%UN,!W.I]@QQ2K+L0PNSQ;PRB07=$<]$GA\ M^[?F\3FU.4,#?N.G## MC4%W4L6AL-\F CN^:O"5LAT]#'5TXC:;,,A,_9T3+:.L$E;1V)A$#\\,-G#' MN)_B*9V!M) N]0'KL<_"RWJCQVQ6A5L/G9C>)G!2"[\+R%*X #$I$]ER52+2CO%)H'CMGH.S85,( ^CP%PM))Z@^,L$J-&QPB M,WXAD77R_4R3YS(5^88Z3]2GR;YXF'.JK(X M6GYD_#XK.92MCTY&=FTXRHR6P2$UP\>&Q$TCIB\79!O&%#I9J3GZ*;I]+01+ MB8Y>LW$1!*GC^_N*DFD%3^2?G\SZZX*HE!M8OK6F9QX19[FZ<0+H?;(R\"FN MORINI0@A8E_F]0XS-^WHRK&)16OPZZ\C5E_74/8BV#]4Q8DMS35D[#H3I#2MK49%IU2,M M\P=OSI=!_LB(:)!GEM;4L1FTY20PK* M\M2S^#J.4^+=1=2UE?@GIX-\[Z0BP]J5KAPPC(MC9Y[&BWMMRU\<5JS[B,/#:A:)]K:OF4 M4N,6JG. NBFU(I?V&\T>C.)*WXC1D@!6-U;5T'4 "7](9;6947.UV#V@2PK5NOQM9R@04 MM7H$#:QC8*X\)*EOD_<)'7\,DRJY'9U?(YY$-45 M4A<*D.;(O#D#])[!AT1UC4W740X&8#>%@5OZH9*9Z+X,.^ MK7(FT[B!;G^%ZW#I2D,P:^1^!(++@"Q[9;FJ)$3Q8D5N EZ,18_V3+T/38"Q M.A Z,!=D!WQPRP]HB@2]Q"NDA?&ZN6KZZ<>K^G%+4?$9YO5Q>?&)8:^7H3@:)YJ M 2(+J#8$YA5%FG.&?Z$@)3-+(RX'#:HA@:$1+SO>/(:%KI4N1='IC.\TI19" MIZ3ID)ZEU/7 !>ME8!P.S,MLQ(QM'M=D)BHO_/Z*7DE/TKB\S3BD$$' M"'7)8]]#&,<,M7$&ZX.@J1G99.Y2ME\Y,5FL(T+R]SRQ&]%M^VFHK(Y;[RAS MDZ0"+I#M"D9)8./=ZQY)M,D3IX]5X:N);&9ASBU-'+^(D7,J;'X;WENK2-9- M]I:2V'0H&YC-'L#4<]F4!C+,?JE4][\.V+07WHZ7]N5;TFK%S(R3$&N);7JT MD4,P!FJ:7S&H* %,JIM^L13WF7BI3Y:KG+V/)'D.O2.3[9\2A.*3NSC+PG/@_0Y]' M >(C>QJI<]TCX!6# 1) #T"8=1P>TJ>8>I2_ W3X1*UEU$GI(.VENM93 3"( MS#HC&1X9X=JW7%5NUZSDV2D01(V!]"IU3: *Z+62\ R?5-(=+YOM.WG54"NI M>!(BR/EX.@*1P01K)F=@:C3/0^;9"P/-#Q=F?GETD?*&F'EKMOQ2J0P\6"KV MI$<;^=AF=+YME5A01QJLW,9;Y10D>?>64@%("31KA.9EZ1J.?Q[Z_!5)Y/B+ M]3HB:_;OPUMVZ)B[&E'L^.Q@J:N"BU*B@^_D9>!8O)XE1SSAAW-=H&(4,,MU M5/RJ8P'YY6KY$K"AG^EVL6(T*IZMO1.!&OG9KU)]P,$2',W.'M6^U9G"5I48 MVB_K)8=['ADL_7XXH?(7380MCE;](PWY.TXG^D(2&_NS*E74T,!@R2MC"UH6 M9.!ZOR<>V6P/*;>6''$UFB>U\J7 0B51PBW_P\XDZVQGR0"(Z&(^'+%D 83P M@B4_&EJ!.GO>F>/SJ5IY)M1):O;>7C>08'F1PVIWY86(E\$]LUK@8J6!:DI5RE\7.49GNBUT(5,L5Q])PY7I6W3.<<7."; V.]P)N$ MB+9OW(& ?@*<=!!CE[TE$7+=Q,%E5Q]."%>UU888[/P[80*S0P#R$FLJO" W6_ MIR.Q"BMW;#(TCL,HZ^,0:V1S]@Z"G(S4)Y=^$& [_2A+YT/(^ JR[H21PYVT M_/757D,V/4,@>WN]HNE# /6.C3-]'3 /-@("6/Z"B:LGP@>M9625 M%;WG!,8":SPJ0#U3B?54+BVHMP+%PU%>YXQ-7.>-@/A+S V^&T?)3+&:'CV^ MA(_/81H[@??XPMC=LQ]4-KK+5_?9"=9$=Z\W&'8"$06YU$Q@0JH$!R"].4M* M42IC^VC5[+WZD4S'UO4-@NM!]QB^7@3,O319>5W#,N)Y0/\\W&S#@-\9V"PE M+J2%X@<8A>FZ(<-Z>]#@QHH3)Z:!&EE0T=]VRD(+)O-&";O% MQ6=A.I3NM_#T3O:4+.$7BF#9'XW92 M)'Q5> '?+)E7C+LGCG\9\Z7.!Y&/"> M:9P;)O3;/D/!2D%#>9)4*66U7!5E[):K?Z1.E/!^NEF'S7NR(T$SXUUR^-(9 M;V8"U((*Z0 M/F1>!V[$6VXVHFI6X[4RFK@NJ.&:5803L^=PR45183;;/L"S ME 4DYKF[BM%":B1\Q]PYEVX=7Z.'0?.;>8FA-6.H]S[#FR.5.7.@K''6"J?^^F( M2F.X64E.!R;(PN%:UW)E 0T33T7Z,6H:AZ:4Y B /6<9?LS[Z"1I1)/]!>-3 M6KH;^)@GHSFK-:@))UC%[\'%2FP6AI*1F=.R[<>LE"56H";?LN/,I]E6!J%[V9>J<*0):R!NB2IY=JE-UB2IMH2=.+6I_-3#2BB9$HJN=V"CZ;F11$$R^E -%13DL*5WX81C43'"N)0?3=G#8BX;Q+*8Q:Y^1H M)SN\A\Z,Q_:W,UL14@A*@:"5'*D[H)7C_+D317O>)R[;U):KQV?22**QZN7K M<3*GA0F"?*DW8_=V*^>HN:<)/IO9"A9-O+P^'SW[I5K!,+L$SEHX$D]M9Y-_ M/;,K'3D*I62&IZEHO??3%H4(_MG@+\$8$*@!:JD M* 5U+TC6AH#NR-'Q!9>S@,2\3&8W6J4 :(5IBNXQI;%3-XN2C,-)'= 5PIV M> ADN%W^%#CYK2[QRCC!;1BX5MJ^ZE">V>9K!&ZI!VA%;G-?X8I-G/.=-2KF M83I>\\U&3H0"P3F>'%5P+$5M$.D!Z3C1ZD,L;4',?F?- !BS,4-/S1SR4E<& M!Z$@LDB9.TFV)*%Y#<4#Y_?$#=%5UW*UW)+(L5$1'XRM67H3<$(I M=0NIV&Y]'MQ87KZZ?NKEX;5#?I01W5\DT"VONP!JM%N=@'XO(\ M"VJAJG8/N5.P!@(02SF/&V\K^:MZO=P=+CRA@EU@$?<0F^>*[D.PE._HL;U# M%IQ)^M\L'RJT9EQB/SQ?2.O:/$W2B/ LIECSKD?\Y8P<:LG42SF,G,N3%[#O>-;\!]:P\]HV<@A*J4VZELK MQKT7!IGZ/#G!E^6*426>\OKI^'Q&,ND"H93*\)=1H_5$R+(LGT.?,1[G*1&5 MC@AFE:6: _('\I;Z(O00TT_&D,*AWAZA9PCS+.-'LMF&D1/M\U%;V@F$J90, M;AEP);7*7E'UB!"@KKY6U4GVN^5J$46\/-_F$"ETCC^HM,@4E%^359W4'Q;) M:5=;4EGE20.HX(JGV!-J7FQ,5)D-1+BUX;$\4G,UUY=\'<]!M7@?/R[8V3"C MH%.L>@YU<54;&TM>ZM90@@E N7!#_R/+KSYC M'K+'LV8)4ZH,/^9NDG1R_=30)/X_N&3%7%U MTYKV(NO!":-/31PEQUJL#RYA6SX-5;=-]G%%9.R_CN*2CSO]+;,#$XCRS/KR M*5CX%,1;XF:-4]6WO3X923OA\J&WQ;KS+3J3CX0H0 50+MJHU$&%$2LNO( ]BU; MK\+62A@( !IDUPY'%7RMI>R?DN2A,I/J\BB4[ $O0#UE'G[- 3;*, M[GG1* M&4$YG-D:P RKS6I\01K#.D4UK**2$NQ1[%;A7A)"QAF)D*^:P/C;V M9J2%>P,62*-G=H49.5E&JYO0'5OY9WM+L5XYG=E8O0ZHS.OL#K)Z0HZL6+TN M2KA6KU>!>T4(:?5R3;)B]&I#SPCS.B08=UG\Y'W/@^] P;CC6!A94GK!M\J\ MS8M$&QFI W6PD$]U-*Q-7ZA+-; ;FFYD3OA@'YU7NDDW8.C5QT/:=3OA:\P8 M)Y$D8X0&L-#7QILD]/49PW6/'12._#I;80X(2G8VPC1X^5I-4!C@#[WUPGSK MA3E1Y,?HA:GY^J)(_+!@[&I#XPA*W[C5\3!ONF!X:]QDPXH)FU)^DTC_1/*0 M')MUL,T5X#K@S\_HCO"1-7(^Y5\C/X:4(=@Q76A?=](K6OYL8D GCF'7!\== M(*\BO$B3YS#B3X7M;9@M2LA!G9['+))=LXV7>;MHAQBR V\N M6JDW9) 0([CAUVM)P8L8KRC[%>%M0V.Z#C(06UE8ZOU"-(?$C,&IR% 7(8QV MNC4>;\.@BTVN@?IR5!ET#L96'RFPMKE@!M>*>]1!:.HK5 4KL!:Y<&*T=V;I MHS9G@8I.+6/W?KDG:\HK6&16H[Q,T*C+UO7]].,[G;,';),[,#!0%F?,M.:> M(1GMB'<51GE1L[*PG[UH@2)]U#"^8?Q %5JP_KR&/>?3K'S"1R?Z0I*C+3E4 MZ\RM2K;K6S[)#.%D-@HR"&ZXOKZF(2@:\Q?U6;'#1^<5O*"=B,)L1"N$![!] M[UO++R5Q]/?Y,NFO"_,RZH-#@QO&TC+O@G1/XR_'3BSQ+8&N(==/;P['40WT MX+KW&J7;';MXWZ;\.IK]1^6 =1U4ZA5!9]_ID)Z-2=4#%+!I\$#I?WU][PVE M*NEO"]"&1O>X>LO=,8T]LOKW4P\5U.8&UT/8K+M73J]:T"GG''B9=!":NKA4 ML(+LZ#M(D%F18!JL;33D$M.8F_@:" UH PR4U5-VXBQL<'5'A6YVVD-L!L<) M5=C@>@@#B34/-HXDUCJQ.8NU 1MDFV*@EE3 LA11F(TK*80'K+.PGLB*@@2/ M85EMO[B+656"PDJNI=) 4]\%U=" ZR$,5NOD\I5$/)"7'4T.OXR+W\;@IM2( MASF%;0Q1QNU"W,@S*TZH^>; )G/X]07=48^P57O-Z](2)[+0X\64D3DIR1"\ MX?H4&Y>.MI-NTD[!G84LA4DE$*V%-1,0^!-MS6YDS6]FX,FVIHG:GS=;OO=D M6VSZWD7*C[Z,/1H*TR,!GIWW$IR--ZL"'ER'7+T+11X_C!E/O(MXI=BWVGVB M[./)2T8^;?1>M9E"/'44QR]JXS\U:^/G,XA_9L42]R8&US301[Y= H>T.S7"V8P4OBAX^UC[8/I(UV?'VP?9/VTBS+^ M*3;YYT[\#)V$H4!Q1L9,"$XOF6\ ^/ M<8WJ0=>/ZHN=0WU>N.DJC#[PRZVI.,=];,[IVLB>K,H"$L/C>R8Z>&S*QPW2 MK<.?C"U7Y4]I]B3;C:@@!#M8K[1(SR88IP=H*7RD(-M9&K.YQ#'3Z2=:OKMG M>#@)\??WQ W7 7\05NM^G(4ACK\#5@H(CJ;OZ8'B7^H01#3O+^^KB#'>O^3K M[B_-']>0)*\)B]L8>8R6-V)6QJA1I[7K=K#&B^BW03:2T"L"U$E2ZF M@ZJFD?EC?AWIF]?\\X?>"=X3G]?"NG.B9%^U3F?[ZF\LU$/6((RS#9@LX+K_ MH(XLA (,E;Z5XLH" MB'!7V-ETEU>*GX9> Y\7^&/@^CQQKEET7?H3K69J * MIP]6CADLO_=K:$0YU-KUMZ4T\&H'[VYOK2FGTIKR.J )=?PR:UO#UHF_Q'0# ME1"53!C5NGVUO<:'6K?^SN,&R1M0UNVM^_CHWA)RX,P+T _V)*I5DYP-^V?E#&_%LU @B!K/Z-5O M6= Z";0Q6PNR% *9; MH [7]?%F9N8$@)@W8? AI*)NOE3E@AK5D6I<"WV@Z'3IANA&IQO?H5CS3K"$ MLP.W(S-8LP9WO^;-. YK^JTE$O0-C.;-_8 >21"%R'0]H*X7!:4[('Z4VI7" MKSPBY0V28A4?\Y /3&_THAXLKVM0]J(X',>>?.J652O!EZDJW1FO565H,;L4 M=NXGR^09/)JN0! YZV7(TE9 $ZZ!X<#+DJ^PF_,@X?:U=S8X.0WUH#NS%]Y* M&%K7B$$U#1'*VR\\CW)PRX94E9)ZZH5)>P?!O1XUDF@_,,A=$;/-XR,-PH@F M^W(JT#=S$B(SE&3G$,X\GN+.]G<9,, "UJ$\:\NL!3%@(T80 M?3A_YN]6KP..P":O[%V)Q#*WTX M@K5.M/$.+W^2FNU8=E?^ $9FO2D,$0!@!T?#1CM/R;$_:+52 <^ON'QU_92_ MN%FX;I2U1"N>,?I^^,(7 ?N[<\8O37CGO$J?T="'/OI;9'3.ELFF_ 8TM!QN MU3C')"]GF37? %:GUO"S#0BW@0)M4SE*<8 'LN8IKM?!*HPV3EXPHRP'8!9^ MS@>\)]LP2KC^VZD$("5C>H0K"\?D(W*-*$A .VL=A#!70I_G M]E M"ZS)RDVU)@6BKZ&@%_F#1(D< (H/O%6>@!1LSXI!+#+Q5F-BIC4FYIS% M.PQ4NVF^4[0-G3L=2#$&K6O$K"'7J.V[7=]/Q3P+ MSW*=$P?S9\S*^#9.'].E?Q$T> M0W86I9%CH7[D<'Z0HCV*F@"(.]S[!+,32!Z[R.=]#"VQ";5=>H!32#GJ12#08=Z^ZVC,073]PQ4!L@SX_N"[(@?;K-G[%FX66T_5QIHPDM; M#0B,--V"L^LXMIE)YW6,5Z<'4.P9<'N-%F5$+&JNO+(48,USE8E!1 M6@\Q3ZQ2C8)&*PA34J9&1RX7^\#9:,27JW^/FZBA!&!M>O,N$Z%G!M3W/)A" MOR:VX"8,UH\DVEP'.Q(G-G(K1!10UKVN"U)=_$*8 -,JC&279U)^),DS;R): M,K98KR.R9C,]#V-HIU6%XC079Z=TE8"$LERFZ7\IHT:=)^IG<5">JAAN-C2. M:=8,-(M]+0(O.QM:R [4H3Y))ZU3 ;3QA8L^&S]3:_-\GD867C/U$)OAQ M!" NI"V;@H%/0;PE+EU1XH$5 I:/C5<2N%,7#^*1@S*H*TIU;';B)*X3"VW4 M(+0; Z/5$]9"NHD&CL-EY,U;TU* M!O6\)5=2N;CD7I9FLGKI7BP"[[/#/!2='@O2CR<,IWS"N)G&7VVG.EVSU=^9 M;F _F0$E!M\:TXW>F.ZMOYE1?S,#*P=3_UK#9B9Z #4V_]SB;=[^S$VS^J@*W4_G&6"6@F%D1\^PC0AL@PWXPX,7D. M?>]ZLXW"7;:5Q1^BUC.;X6EG]ZT(GWT34)5Z@;00OKB6NI0MD(ZI,II=)&2?3N% M/:9/5M)YX^:%552G;%L4ERW(+HCKL_^QV(-"3G(N!E<-/^P&TD?/)VM^8*EY MGY3,; RI'"B#^-Y/N00#D@Q.V\Z8.&/6PV/ZQO-*"P C7C>;[_%G^^.?W#G[ M+,C,:ULLLU*Y\<\D3HBW"#R>E>JR?SZ&_$=%1PSN"Q[,TG601#2(J6NCP#'> M/.9B3Q E#?ADVUC'B]8]5JV4E YVG$Y73<1@&9S3!);**,<\HFL:9) M5S>A M$SR&I==3V2:!Q:E(= XNHBZ.YNV*AC\OX6]> O;K_>3 MS4X=T*=S%8HS6L%* )KW-H)J8%:/B.5F9Y$FSV%$?P,_&?00FY%T^V S:',$ M9*3KG)V'3 VCA">%YO_D;Y=LM(A5)CM;(7=!B=W(J+)MC-3(787BC$2M!*!) MMR+1(5%'PF4+G=)!4(JCM3Z:^NFH/4NPAD]G297]!W(BT1 (:Q^ZG/<\U MI@(J=N.?NO67]7RWN(E*2$Y]+>OA9])"1QAXTQ%Q2Q,E7I'$O'9\/G7A=,T< MM"O.P#3M8QNP,OI1: SO#TL#EVX=/Z\)G;<& C^J#&9G-C'QX<"7BC.\8*"E M]_$9X9BXOUN'N_<>H3EM+W2S*;\_#W=%V:2_O.#,Q+3%?;VYD87-H;VQD+FAT;5!+ 0(4 Q0 ( (]$@5A4TE"" M50< *LH ? " 3:[ P!E83 R,#(T-C8P,65X,S$M,E]O M;F1A#,R+3)?;VYD87-H;VQD+FAT;5!+ 0(4 Q0 ( (]$ M@5A 4W;]V18 (*( ? " =3+ P!E83 R,#(T-C8P,65X M.3'-D4$L! A0#% M @ CT2!6$ /YVW$%@ 238! !4 ( !_0$$ &]N9',M,C R M,S$R,S%?8V%L+GAM;%!+ 0(4 Q0 ( (]$@5B7O_<$H'< ,&]!P 5 M " ?08! !O;F1S+3(P,C,Q,C,Q7V1E9BYX;6Q02P$"% ,4 M" "/1(%8?>IY?Y\A 0#35@X %0 @ ''D 0 ;VYD&UL4$L! A0#% @ CT2!6$ P/B.'= M]4' !4 M ( !F;(% &]N9',M,C R,S$R,S%?<')E+GAM;%!+!08 #0 - + *T# !3)P8 ! end XML 103 ea0202466-10k_ondashold_htm.xml IDEA: XBRL DOCUMENT 0001646188 2023-01-01 2023-12-31 0001646188 2023-06-30 0001646188 2024-03-27 0001646188 2023-12-31 0001646188 2022-12-31 0001646188 us-gaap:SeriesAPreferredStockMember 2023-12-31 0001646188 us-gaap:SeriesAPreferredStockMember 2022-12-31 0001646188 2022-01-01 2022-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2021-12-31 0001646188 us-gaap:CommonStockMember 2021-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001646188 us-gaap:RetainedEarningsMember 2021-12-31 0001646188 2021-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2022-01-01 2022-12-31 0001646188 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001646188 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2022-12-31 0001646188 us-gaap:CommonStockMember 2022-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001646188 us-gaap:RetainedEarningsMember 2022-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2023-01-01 2023-12-31 0001646188 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001646188 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001646188 onds:RedeemableNoncontrollingInterestMember 2023-12-31 0001646188 us-gaap:CommonStockMember 2023-12-31 0001646188 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001646188 us-gaap:RetainedEarningsMember 2023-12-31 0001646188 2022-10-31 2022-10-31 0001646188 srt:ScenarioForecastMember 2024-02-29 2024-02-29 0001646188 2022-08-16 0001646188 onds:SoftwareMember 2023-12-31 0001646188 us-gaap:PatentsMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:DevelopedTechnologyRightsMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:DevelopedTechnologyRightsMember 2023-12-31 0001646188 onds:licensesMember 2023-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2023-12-31 0001646188 onds:NonCompeteAgreementsMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:SoftwareDevelopmentMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:SoftwareDevelopmentMember 2023-12-31 0001646188 onds:VehiclesAndBaseStationsMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2023-12-31 0001646188 srt:MinimumMember onds:DevelopmentEquipmentMember 2023-12-31 0001646188 srt:MaximumMember onds:DevelopmentEquipmentMember 2023-12-31 0001646188 us-gaap:MachineryAndEquipmentMember 2023-12-31 0001646188 srt:MinimumMember 2023-12-31 0001646188 srt:MaximumMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:GovernmentMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:GovernmentMember 2023-12-31 0001646188 us-gaap:PreferredStockMember 2023-07-09 2023-07-09 0001646188 2023-07-09 2023-07-09 0001646188 us-gaap:PostemploymentRetirementBenefitsMember 2023-01-24 2023-12-31 0001646188 2021-01-22 2021-01-22 0001646188 2021-01-22 0001646188 2023-04-01 2023-04-01 0001646188 2023-11-06 2023-11-06 0001646188 2021-08-05 2021-08-05 0001646188 2021-08-05 0001646188 2021-08-19 0001646188 srt:ScenarioForecastMember 2024-01-31 2024-01-31 0001646188 2024-01-31 2024-01-31 0001646188 srt:ScenarioForecastMember 2024-02-01 2024-02-01 0001646188 2024-02-01 2024-02-01 0001646188 2021-10-08 2021-10-08 0001646188 2021-10-08 0001646188 2023-01-23 2023-01-23 0001646188 2023-08-07 2023-08-07 0001646188 2023-08-07 0001646188 srt:ScenarioForecastMember 2024-01-15 2024-01-15 0001646188 srt:ScenarioForecastMember 2025-04-30 2025-04-30 0001646188 onds:FDICMember 2023-12-31 0001646188 onds:CustomersMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerTwoMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerThreeMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001646188 us-gaap:OtherCustomerMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerThreeMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001646188 onds:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001646188 onds:CustomerTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001646188 onds:GovernmentGrantLiabilityMember 2023-01-23 0001646188 onds:GovernmentGrantLiabilityMember 2023-01-24 2023-12-31 0001646188 onds:GovernmentGrantLiabilityMember 2023-12-31 0001646188 onds:ProductRevenueMember 2023-01-01 2023-12-31 0001646188 onds:ProductRevenueMember 2022-01-01 2022-12-31 0001646188 onds:ServiceAndSubscriptionRevenueMember 2023-01-01 2023-12-31 0001646188 onds:ServiceAndSubscriptionRevenueMember 2022-01-01 2022-12-31 0001646188 onds:DevelopmentRevenueMember 2023-01-01 2023-12-31 0001646188 onds:DevelopmentRevenueMember 2022-01-01 2022-12-31 0001646188 us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001646188 us-gaap:TransferredAtPointInTimeMember 2022-01-01 2022-12-31 0001646188 us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001646188 us-gaap:TransferredOverTimeMember 2022-01-01 2022-12-31 0001646188 country:US 2023-01-01 2023-12-31 0001646188 country:US 2022-01-01 2022-12-31 0001646188 country:AE 2023-01-01 2023-12-31 0001646188 country:AE 2022-01-01 2022-12-31 0001646188 country:GB 2023-01-01 2023-12-31 0001646188 country:GB 2022-01-01 2022-12-31 0001646188 country:IL 2023-01-01 2023-12-31 0001646188 country:IL 2022-01-01 2022-12-31 0001646188 country:IN 2023-01-01 2023-12-31 0001646188 country:IN 2022-01-01 2022-12-31 0001646188 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001646188 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001646188 us-gaap:OptionMember 2023-01-01 2023-12-31 0001646188 us-gaap:OptionMember 2022-01-01 2022-12-31 0001646188 onds:PotentialSharesIssuableUnder2022ConvertibleExchangeNotesMember 2023-01-01 2023-12-31 0001646188 onds:PotentialSharesIssuableUnder2022ConvertibleExchangeNotesMember 2022-01-01 2022-12-31 0001646188 onds:PotentialSharesIssuableUnder2023AdditionalNotesMember 2023-01-01 2023-12-31 0001646188 onds:PotentialSharesIssuableUnder2023AdditionalNotesMember 2022-01-01 2022-12-31 0001646188 us-gaap:RestrictedStockMember 2023-01-01 2023-12-31 0001646188 us-gaap:RestrictedStockMember 2022-01-01 2022-12-31 0001646188 country:IL 2023-12-31 0001646188 country:AE 2023-12-31 0001646188 us-gaap:VehiclesMember 2023-12-31 0001646188 us-gaap:VehiclesMember 2022-12-31 0001646188 us-gaap:ComputerEquipmentMember 2023-12-31 0001646188 us-gaap:ComputerEquipmentMember 2022-12-31 0001646188 us-gaap:FurnitureAndFixturesMember 2023-12-31 0001646188 us-gaap:FurnitureAndFixturesMember 2022-12-31 0001646188 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001646188 us-gaap:LeaseholdImprovementsMember 2022-12-31 0001646188 onds:DevelopmentEquipmentMember 2023-12-31 0001646188 onds:DevelopmentEquipmentMember 2022-12-31 0001646188 onds:DronesMember 2023-12-31 0001646188 onds:DronesMember 2022-12-31 0001646188 us-gaap:MachineryAndEquipmentMember 2022-12-31 0001646188 us-gaap:ConstructionInProgressMember 2023-12-31 0001646188 us-gaap:ConstructionInProgressMember 2022-12-31 0001646188 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2023-12-31 0001646188 2022-03-20 0001646188 2022-03-01 2022-03-20 0001646188 2022-04-05 0001646188 2022-08-01 2022-08-31 0001646188 us-gaap:CommonStockMember 2022-08-31 0001646188 2022-08-31 0001646188 onds:NorthDakotaLimitedMember 2022-01-01 2022-12-31 0001646188 onds:NorthDakotaLimitedMember 2022-12-31 0001646188 us-gaap:PatentsMember 2022-12-31 0001646188 onds:PatentsInProcessMember 2023-12-31 0001646188 onds:PatentsInProcessMember 2022-12-31 0001646188 us-gaap:LicenseMember 2023-12-31 0001646188 us-gaap:LicenseMember 2022-12-31 0001646188 onds:SoftwareMember 2022-12-31 0001646188 us-gaap:TrademarksMember 2023-12-31 0001646188 us-gaap:TrademarksMember 2022-12-31 0001646188 onds:FAAWaiverMember 2023-12-31 0001646188 onds:FAAWaiverMember 2022-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2023-12-31 0001646188 us-gaap:DevelopedTechnologyRightsMember 2022-12-31 0001646188 onds:NonCompeteAgreementsMember 2022-12-31 0001646188 onds:MarketingrelatedAssetsMember 2023-12-31 0001646188 onds:MarketingrelatedAssetsMember 2022-12-31 0001646188 us-gaap:CustomerRelationshipsMember 2022-12-31 0001646188 2021-10-05 2021-10-05 0001646188 2021-10-05 0001646188 2022-07-15 0001646188 onds:OndasHoldingsInvestmentMember us-gaap:PrivatePlacementMember 2022-07-15 0001646188 onds:OndasHoldingsInvestmentMember 2022-07-15 0001646188 us-gaap:ConvertibleNotesPayableMember 2023-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2023-01-01 2023-12-31 0001646188 onds:AccruedInterestMember 2023-01-01 2023-12-31 0001646188 onds:AccruedInterestMember 2022-01-01 2022-12-31 0001646188 us-gaap:ConvertibleNotesPayableMember 2022-10-28 2022-10-28 0001646188 us-gaap:ConvertibleNotesPayableMember 2022-01-01 2022-12-31 0001646188 2023-01-01 2023-09-30 0001646188 2023-07-21 0001646188 2023-07-01 2023-07-21 0001646188 us-gaap:ConvertibleNotesPayableMember 2022-12-31 0001646188 onds:TwoThousandTwentyTwoConvertibleExchangeNotesMember 2023-01-01 2023-12-31 0001646188 us-gaap:ConvertibleDebtMember 2023-01-01 2023-12-31 0001646188 onds:TwoThousandTwentyTwoConvertibleExchangeNotesMember 2023-12-31 0001646188 2023-07-24 2023-07-24 0001646188 us-gaap:ConvertibleDebtMember 2023-07-24 2023-07-24 0001646188 onds:TwoThousandTwentyTwoConvertibleExchangeNotesMember us-gaap:CommonStockMember 2023-12-31 0001646188 onds:ConvertibleExchangeNotesMember 2023-12-31 0001646188 onds:AdditionalConvertibleNotesMember 2023-01-01 2023-12-31 0001646188 onds:ConvertiblePromissoryNotesMember 2023-01-01 2023-12-31 0001646188 onds:AdditionalConvertibleNotesMember 2023-12-31 0001646188 onds:GovernmentGrantLiabilityMember 2023-01-01 2023-12-31 0001646188 2021-01-29 2021-01-29 0001646188 srt:ScenarioForecastMember 2024-02-02 2024-02-02 0001646188 srt:ScenarioForecastMember onds:EquityIncentivePlanMember 2024-02-02 0001646188 srt:ScenarioForecastMember 2024-02-02 0001646188 2022-03-22 2022-03-22 0001646188 srt:MaximumMember 2022-10-01 2022-10-26 0001646188 srt:MinimumMember 2022-10-01 2022-10-26 0001646188 2022-04-30 2022-04-30 0001646188 2022-04-30 0001646188 onds:ATMAgreementMember 2023-07-11 0001646188 srt:MinimumMember us-gaap:WarrantMember 2023-01-23 0001646188 srt:MaximumMember us-gaap:WarrantMember 2023-01-23 0001646188 us-gaap:WarrantMember 2023-01-23 0001646188 2023-07-01 2023-07-23 0001646188 2023-08-11 2023-08-11 0001646188 onds:EquityIncentivePlanMember 2018-12-31 0001646188 us-gaap:EquityMember 2023-12-31 0001646188 srt:MinimumMember onds:EquityIncentivePlanMember 2023-10-31 0001646188 srt:MaximumMember onds:EquityIncentivePlanMember 2023-10-31 0001646188 onds:EquityIncentivePlanMember 2023-12-31 0001646188 srt:MinimumMember 2023-01-01 2023-12-31 0001646188 srt:MaximumMember 2023-01-01 2023-12-31 0001646188 us-gaap:CommonStockMember 2023-01-23 2023-01-23 0001646188 srt:MinimumMember 2023-01-23 2023-01-23 0001646188 srt:MaximumMember 2023-01-23 2023-01-23 0001646188 2023-02-09 2023-02-09 0001646188 2023-03-01 2023-03-16 0001646188 us-gaap:StockOptionMember 2023-03-01 2023-03-16 0001646188 2023-09-01 2023-09-29 0001646188 2022-05-09 0001646188 2022-12-19 0001646188 2023-02-09 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2023-02-09 0001646188 2023-07-06 0001646188 2023-10-31 0001646188 srt:MinimumMember us-gaap:WarrantMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:WarrantMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:WarrantMember 2023-01-01 2023-12-31 0001646188 srt:MaximumMember us-gaap:WarrantMember 2023-01-01 2023-12-31 0001646188 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001646188 srt:MinimumMember us-gaap:StockOptionMember 2023-12-31 0001646188 srt:MaximumMember us-gaap:StockOptionMember 2023-12-31 0001646188 srt:MinimumMember us-gaap:StockOptionMember 2022-12-31 0001646188 srt:MaximumMember us-gaap:StockOptionMember 2022-12-31 0001646188 srt:MinimumMember us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001646188 srt:MaximumMember us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001646188 srt:MinimumMember us-gaap:StockOptionMember 2022-01-01 2022-12-31 0001646188 srt:MaximumMember us-gaap:StockOptionMember 2022-01-01 2022-12-31 0001646188 us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001646188 us-gaap:WarrantMember 2021-12-31 0001646188 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001646188 us-gaap:WarrantMember 2022-12-31 0001646188 us-gaap:WarrantMember 2023-12-31 0001646188 us-gaap:StockOptionMember 2021-12-31 0001646188 us-gaap:StockOptionMember 2022-01-01 2022-12-31 0001646188 us-gaap:StockOptionMember 2022-12-31 0001646188 us-gaap:StockOptionMember 2023-12-31 0001646188 onds:StockOptionsMember 2023-01-01 2023-12-31 0001646188 onds:StockOptionsMember 2022-01-01 2022-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2022-01-01 2022-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2021-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2022-12-31 0001646188 us-gaap:RestrictedStockUnitsRSUMember 2023-12-31 0001646188 2023-06-09 0001646188 onds:OndasHoldingsMember 2023-07-09 2023-07-09 0001646188 us-gaap:PreferredStockMember 2023-07-09 0001646188 us-gaap:CommonStockMember 2023-12-31 0001646188 onds:NetworksPreferredStockMember 2023-07-21 2023-07-21 0001646188 onds:NetworksPreferredStockMember 2023-07-21 0001646188 onds:InitialWarrantsMember 2023-07-21 0001646188 onds:SecondInitialPurchaserMember 2023-07-21 0001646188 onds:OndasNetworksMember 2023-08-11 0001646188 onds:OndasNetworksMember 2023-01-01 2023-12-31 0001646188 onds:OndasAutonomousSystemsMember 2023-01-01 2023-12-31 0001646188 onds:OndasNetworksMember 2022-01-01 2022-12-31 0001646188 onds:OndasAutonomousSystemsMember 2022-01-01 2022-12-31 0001646188 onds:OndasNetworksMember 2023-12-31 0001646188 onds:OndasNetworksMember 2022-12-31 0001646188 onds:OndasNetworksMember 2023-01-01 2023-12-31 0001646188 onds:OndasNetworksMember 2022-01-01 2022-12-31 0001646188 onds:DynamMember 2023-12-31 0001646188 srt:ScenarioForecastMember 2024-01-15 0001646188 srt:ScenarioForecastMember 2025-05-01 0001646188 srt:ScenarioForecastMember 2024-02-26 0001646188 srt:ScenarioForecastMember 2024-02-26 2024-02-26 0001646188 onds:OndasAgreementMember 2023-12-31 0001646188 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001646188 onds:NetworksPreferredStockMember 2023-01-01 2023-12-31 0001646188 us-gaap:PreferredStockMember 2023-12-31 0001646188 us-gaap:PreferredStockMember 2023-01-01 2023-12-31 0001646188 onds:AgreementAndWaiverMember 2023-01-01 2023-12-31 0001646188 2023-10-01 2023-12-31 iso4217:USD shares iso4217:USD shares pure utr:sqm iso4217:ILS shares iso4217:USD compsci:item 10-K true 2023-12-31 --12-31 2023 false 001-39761 ONDAS HOLDINGS INC. NV 47-2615102 53 Brigham Street Unit 4 Marlborough MA 01752 (888) 350-9994 Common Stock, par value $0.0001 ONDS NASDAQ No No Yes Yes Non-accelerated Filer true false false false false 43167707 65600000 89 Rosenberg Rich Baker Berman, P.A. Somerset, New Jersey 14979436 29775096 42564 3429974 104276 2186646 2173017 2000000 2967619 1749613 23606239 35802002 4175958 3023285 27751921 25606983 31329182 28863773 1500000 599517 218206 4701865 2930996 64382485 59119958 92164682 97945245 5177022 2965829 685099 580593 3587877 3268993 1968411 2303664 25692505 15849445 276944 61508 520657 35940104 22726368 300000 300000 391718 948201 2812156 14198690 26844 40965 2229047 5800710 2456315 11168757 16995970 47108861 39722338 11920694 0.0001 0.0001 5000000 5000000 0.0001 0.0001 5000000 5000000 0.0001 0.0001 300000000 116666667 61940878 61940878 44108661 44108661 6194 4411 231488999 211733690 -198360066 -153515194 33135127 58222907 92164682 97945245 15691430 2125817 9310256 1016654 6381174 1109163 21556976 23618823 5908263 3456257 17145235 24044005 -1500000 19419600 46110474 70538685 -39729300 -69429522 -659625 -76127 123874 25542 4154759 3761698 -425062 -5115572 -3812283 -44844872 -73241805 -44844872 -73241805 512207 1001538 -46358617 -73241805 -0.88 -1.73 52740215 42242525 40990604 4099 192502122 -80273389 112232832 780000 78 5943522 5943600 864674 86 6090330 6090416 16000 2 75518 75520 1011165 101 -101 415161 42 1199958 1200000 31057 3 64906 64909 5857435 5857435 -73241805 -73241805 44108661 4411 211733690 -153515194 58222907 429123 -10406949 307665 307665 4593051 4593051 -512207 512207 512207 -1001538 1001538 1001538 2844291 284 5261654 5261938 46129 5 85795 85800 700690 700690 14028022 1403 9847884 9849287 89042 9 40329 40338 824733 82 -82 1047398 1047398 -44844872 -44844872 429123 11920694 61940878 6194 231488999 -198360066 33135127 -44844872 -73241805 844833 449458 3139779 3545843 4147092 3570090 1060398 833940 52595 382060 12223 12343 19419600 -1500000 1383537 -1127768 427208 1047398 5857435 3213453 -1108919 -1481078 994672 415217 300003 318460 1241951 554744 -1387099 -450889 -812249 -684205 -494029 1974066 -34019519 -37963076 70081 49501 211035 2880900 48768 900000 135000 1049454 1000000 145833 104167 2000000 536273 -6934568 40338 64909 9309513 27702292 -189752 14692335 4354911 6576 1140301 6090416 18730150 33857617 -14753096 -11040027 29775096 40815123 15022000 29775096 176542 14187 512207 5962628 85000 9849287 1200000 4593051 1001538 6019120 3875700 2928911 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION</span></b> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.75in; text-indent: -0.75in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.75in; text-indent: -0.75in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">The Company</span> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.75in; text-indent: -0.75in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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. On January 23, 2023, we acquired Airobotics, Ltd. (“Airobotics”), an Israeli-based developer of autonomous drone systems. See Note 5 – Goodwill and Business Acquisition. On December 6, 2023, the Company formed Ondas Autonomous Holdings Inc. (“OAH”), a Nevada corporation, as an intermediate holding company which now wholly-owns American Robotics and Airobotics.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As a result, Ondas Networks, OAH, American Robotics and Airobotics became our subsidiaries. These subsidiaries are now Ondas’ primary focus. Ondas’ corporate headquarters are located in Marlborough, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, American Robotics’ offices and facilities are located in Sparks, Maryland and Marlborough, Massachusetts, and Airobotics’ offices and facilities are located in Petah Tikva, Israel.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i><span style="text-decoration:underline">Business Activity</span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks, OAH, Airobotics, and American Robotics. Airobotics is an Israeli-based developer of autonomous drone systems. American Robotics is a leading developer of highly automated commercial drone systems. Airobotics and American Robotics operate together under OAH as a separate business unit called Ondas Autonomous Systems. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments, and the following is a discussion of each segment.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 14, 2023, the Company announced the formation of Ondas Autonomous Systems, a new business unit to manage the combined drone operations of subsidiaries American Robotics and Airobotics. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Ondas Networks </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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. We have targeted the North American freight rail operators for the initial adoption of our FullMAX platform. These rail operators currently operate legacy communications systems utilizing serial-based narrowband wireless technologies for voice and data communications. These legacy wireless networks have limited data capacity and are unable to support the adoption of new, intelligent train control and management systems. 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 802.16 standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we continue to take a leadership position in IEEE as it relates to wireless networking for industrial markets. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and end markets.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our software-based FullMAX platform is an important and timely upgrade solution for privately-owned and operated wireless wide-area networks, leveraging Internet Protocol-based communications to provide more reliability and data capacity for our mission-critical infrastructure customers. We believe industrial and critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based protocols and network transport systems no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an intelligent networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge of large industrial networks and the efficient utilization of network capacity and scarce bandwidth resources which can be supported by the “Fog-computing” capability integrated in our end-to-end network platform. Fog-computing utilizes management software to enable edge compute processing and data and application prioritization in the field enabling our customers more reliable, real-time operating control of these new, intelligent MC-IoT equipment and applications at the edge.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Ondas Autonomous Systems</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our Ondas Autonomous Systems business unit develops and integrates drone-based solutions focusing on high-performance critical applications for government and Tier-1 commercial enterprises. Ondas is marketing comprehensive drone-based solutions to address the needs of governmental and commercial customers based on its commercially available platforms: the Optimus System™, a fully autonomous drone platform capable of continuous and multipurpose aerial data capturing and analytics, and the Iron Drone Raider™, a fully autonomous interceptor drone designed to neutralize small hostile drones. Airobotics acquired the assets of Iron Drone on March 6, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our unique, fully autonomous platforms enable cutting-edge aerial capabilities and are designed to serve and protect critical infrastructure and operations. Our business focuses on end-user entities in Public Safety, Defense, Homeland Security, Smart City, Port Authorities, State Departments, and other governmental entities together with commercial customers of industrial sensitive facilities such as Oil &amp; Gas, Seaports, Mining, and Heavy Construction. For these industries, Ondas Autonomous Systems provides specialized real-time aerial data capturing and aerial protection solutions in the most complex environments such as urban areas, sensitive and critical facilities and field area operations, and high-priority projects. In addition, we offer a wide suite of supplementary, enabling services for successful implementation such as AI data analytics, data automation, IT implementation, safety planning, certification, training, and maintenance, handling all the complex aspects of such high-performance drone operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our portfolio companies, American Robotics and Airobotics, form a unique, powerful, and synergistic combination covering all the aspects required for successful Aerospace business together with data technologies and services for digital transformation industries. Our companies are specialized in addressing all the challenges arising along these types of product lifecycles including research and development, manufacturing, certification, and ongoing support.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems and its portfolio companies have already gained a track record of industry-leading regulatory successes including the securing of the first-of-its-kind Type Certification (TC) from the FAA for the Optimus 1-EX UAV on September 25, 2023, becoming the first autonomous security data capture UAV to achieve this distinction. TC, recognized as the highest echelon of Airworthiness Certification, streamline operational approvals for broad flight operations over people and infrastructure. The certification verifies the compliance of the system’s design with the required FAA airworthiness and noise standards, ensuring safe operation within the US National Airspace System (NAS) thereby significantly broadening the range of operational scenarios and scaling up of operations for automated UAS. Achieving FAA Type Certification will enable drone operations beyond-visual-line-of-sight (BVLOS) without a human operator on-site. With a strong footprint in the US market and worldwide, we believe that Ondas Autonomous Systems is well-positioned with proven technology, a unique offering, and strong capabilities to strategically transform critical operations with our cutting-edge drone tech and capabilities.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Liquidity</span>  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We have incurred losses since inception and have funded our operations primarily through debt and the sale of capital stock. On December 31, 2023, we had an accumulated deficit of approximately $198,360,000. On December 31, 2023, we had net long-term borrowings outstanding of approximately $5,368,000 net of debt discount and issuance costs of approximately $392,000 and short-term borrowings outstanding of approximately $26,213,000, net of debt discount and issuance costs of approximately $1,968,000. On December 31, 2023, we had cash and restricted cash of approximately $15,022,000 and a working capital deficit of approximately $12,334,000.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In October 2022, the Company entered into a convertible debt agreement, which provided cash proceeds of approximately $27,702,000. Also in 2022, the Company raised approximately $6,090,000 through the ATM Offering. In 2023, we raised approximately $14,692,000 of net proceeds from the sale redeemable preferences shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $9,310,000 from a second convertible debt agreement. In February 2024, we raised gross proceeds of approximately $4,500,000 from issuing additional redeemable preference shares in Ondas Networks and warrants in Ondas Holdings to third parties, and approximately $4,100,000 from issuing common stock in Ondas Holdings and warrants in OAH.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">We expect to fund our operations for the next twelve months from the filing date of this Annual Report on Form 10-K from the cash on hand as of December 31, 2023, proceeds from the 2024 financing activities discussed above, gross profits generated from revenue growth, potential prepayments from customers for purchase orders, potential proceeds from warrants issued and outstanding, and additional funds that we may seek through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. There is substantial doubt that the funding plans will be successful and therefore the conditions discussed above have not been alleviated. As a result, there is substantial doubt about the Company’s ability to continue as a going concern for one year from April 1, 2024, the date the Consolidated Financial Statements were available to be issued.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Inflation Reduction Act of 2022 and Tax Cuts and Jobs Act of 2017</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) for tax years beginning after December 31, 2022. We do not expect the Corporate AMT to have a material impact on our Consolidated Financial Statements. Additionally, the IRA imposes a 1% excise tax on net repurchases of stock by certain publicly traded corporations. The excise tax is imposed on the value of the net stock repurchased or treated as repurchased. The new law will apply to stock repurchases occurring after December 31, 2022. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Under the Tax Cuts and Jobs Act of 2017, we are required to capitalize R&amp;D expenses for tax purposes and amortize over five years for domestic based expenses and fifteen years for foreign expenses. Given our tax net operating loss carryforward position we do not expect this change to have a material impact on our financial statements.</span></p> 198360000 5368000 392000 26213000 1968000 15022000 12334000 27702000 6090000 14692000 9310000 4500000 4100000 0.15 0.01 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.75in; text-indent: -0.75in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNT POLICIES</span></b>  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Basis of Presentation</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Consolidated Financial Statements include the accounts of the Company and our subsidiaries, Ondas Networks, American Robotics, and Airobotics. All inter-company accounts and transactions between these entities have been eliminated in these Consolidated Financial Statements. The functional currency of the Company and all of our subsidiaries is the U.S. dollar.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Business Combinations</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We utilize the purchase method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Ondas’ results of operations beginning on the respective acquisition dates and that assets acquired, and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the Consolidated Statements of Operations. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired, and liabilities assumed in certain cases, may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Goodwill and Intangible Assets</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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. The impairment of Goodwill was <span style="-sec-ix-hidden: hidden-fact-115">$0</span> and $19,419,600 for the years ended December 31, 2023 and 2022, respectively, see Note 5 – Goodwill and Business Acquisition, for further details.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intangible assets represent patents, licenses, software 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 9.35pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We amortize our intangible assets with a finite life on a straight-line basis, over 3 years for software; 10 years for patents; 3-10 years for developed technology, 10 years for licenses, trademarks, marketing-related assets and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Segment Information</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 Ondas Autonomous Systems as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Use of Estimates</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The 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, fair values of financial instruments and goodwill, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Cash, Cash Equivalents, and Restricted Cash</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2023 and 2022, 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, 2023, the Company has maintained balances in excess of federally insured limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Accounts Receivable</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts receivable are stated at a gross invoice amount less an allowance for credit losses as well as net of any discounts or other forms of variable consideration. 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, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Inventory</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022, such reserves were $100,254.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory consists of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, <br/> 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, <br/> 2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Raw Material</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,499,727</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,041,776</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Work in Process</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">782,770</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">89,080</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Finished Goods</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,403</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142,415</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less Inventory Reserves</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(100,254</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(100,254</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total Inventory, Net</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,186,646</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,173,017</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Property and Equipment</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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) 3 to 7 years for computer equipment, (ii) 5 years for vehicles and docking stations and drones, (iii) 7 - 17 years for furniture and fixtures, (iv) 5 to 7 years for development equipment, and (v) 3 years for machinery and equipment. 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. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Software</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and December 31, 2022, the Company had no internally developed software.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Impairment of Long-Lived Assets</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 are 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 impairment of long-lived assets was $2,523,528 and $12,343 for the years ended December 31, 2023 and 2022, respectively. For additional information on the asset impairment charges, see Note – 2 Summary of Significant Account Policies, <i>Leases</i>, and Note 4 – Property and Equipment.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Research and Development</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Costs for research and development are expensed as incurred except for research and development equipment with alternative future use. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Fair Value of Financial Instruments</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments. Our financial assets measured at fair value on a nonrecurring basis include right of use assets, goodwill and intangibles, which are adjusted to fair value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Our estimate of the fair value of right of use assets, goodwill and intangibles are based on expected future cash flows and actual results may differ from those estimates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 48px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 72px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Level 1 </b>--</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unadjusted quoted prices in active markets for identical assets or liabilities.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; width: 48px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; width: 72px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Level 2</b> --</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Level 3</b> --</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unobservable inputs for the asset or liability.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company had no assets or liabilities that were required to be valued at fair value as of December 31, 2022. The Company had Level 3 assets that are required to be valued at fair value as of December 31, 2023, see Note – 2 Summary of Significant Account Policies, <i>Leases</i>, and Note 4 – Property and Equipment.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company also had Level 3 liabilities that are required to be valued at fair value as of December 31, 2023. The fair value of the government grant liability is determined as the sum of 3% royalty payments on forecasted future sales, discounted using the effective interest method. As of December 31, 2023, the Company made the following assumptions: (i) royalty payments will be made on future sales through 2026, and (ii) the effective interest rate is a range of 17-19%. The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Government<br/> Grant<br/> Liability</b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 24, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,783,403</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Repayment on liability</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,576</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Government grant liability assumed from Iron Drone asset purchase</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">307,122</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value adjustment to government grant liability assumed from Iron Drone asset purchase</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">48,795</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Government grant proceeds received, adjusted to fair value</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">128,803</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Loss on change in fair value of liability</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">488,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,749,704</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">   </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Deferred Offering Costs</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financing is consummated. After consummation of equity financing, 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 financing 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, 2023 and 2022, the Company recorded a reduction in proceeds received of $0 and $35,841, respectively, related to the ATM Offering. See Note 10 – Stockholders’ Equity.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 11, 2023, the Company and the Sales Agent (as defined below), mutually agreed to terminate the ATM Agreement (as defined below), and the Company expensed the remaining deferred offering costs of $145,293 during the year ended December 31, 2023. For the year ended December 31, 2022, the Company expensed offering costs of $45,823. The deferred offering costs outstanding as of December 31, 2023 and 2022, were $0 and $145,293, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Government Grants</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Government liability was assumed through the acquisition of Airobotics and asset purchase of Iron Drone. Airobotics and Iron Drone received government grants from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”), and the grant funds are repayable to the extent that future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, which is 17-19%, and if so, the appropriate amount of the liability is derecognized through other income (expense). Amounts paid as royalties are treated as a reduction of the liability. Royalty payments are due every nine months. There is no maturity date. The liability exists until it is paid in full through royalty payments or the Company reports to the IIA there will be no further sales, and they accept this.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Redeemable Noncontrolling Interests</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 9, 2023, Ondas Networks Inc. entered into an Agreement with a third party for the sale of redeemable preferred stock in Ondas Networks. The preferred stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price and can be redeemed at the request of the Holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock (see Note 11 – Redeemable Noncontrolling Interest). The applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result, the Company recorded the noncontrolling interest as redeemable noncontrolling interest and classified it in temporary equity within its consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to accrete the redeemable noncontrolling interest to the full redemption value as of the earliest redemption date by accruing dividends at 8% per annum and accreting the redemption value to two times the initial investment over five years using the effective interest rate method.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Income Taxes</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 U.S. 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Share-Based Compensation</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We calculate share-based compensation expense for option awards (“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 in determining the fair value of Share-based Awards. The expected term is based on the “simplified method”, due to the Company’s limited option exercise history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Shipping and Handling</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We expense all shipping and handling costs as incurred. These costs are included in Cost of goods sold on the accompanying Consolidated Statements of Operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Advertising and Promotional Expenses</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We expense advertising and promotional costs as incurred. We recognized expense of $182,070 and $80,934 for the years ended December 31, 2023, and 2022, respectively. These costs are included in Sales and marketing on the accompanying Consolidated Statements of Operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Post-Retirement Benefits</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We have one 401(k) Savings Plan for US employees that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this 401(k) Plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We recognized expense of $328,357 and $351,837 for the years ended December 31, 2023, and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Airobotics’ post-employment benefits are usually funded by deposits with insurance companies and are classified as defined deposit plans or defined benefit plans. Airobotics’ has defined deposit plans, in accordance with Section 14 of Severance Compensation Israeli Law, 1963, according to which Airobotics regularly makes its payments without having a legal or implied obligation to make additional payments even if the fund has not accumulated sufficient amounts to pay all employee benefits, in the current period and in previous periods. Deposits to a defined benefit plan for severance pay or benefits, are recognized as an expense when deposited with the plan in parallel with receiving work services from the employee. All of Airobotics’ employees in Israel are subject to Section 14 of Severance Compensation Israeli Law. We recognized expense of $624,758 for the period of January 24, 2023 through December 31, 2023 related to these post-employment benefits.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Revenue Recognition</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas has two business segments that generate revenue: Ondas Networks and Ondas Autonomous Systems. Ondas Networks generates revenue from product sales, services, and development projects. Ondas Autonomous Systems, which includes American Robotics and Airobotics, generates revenue from product sales, services, and data subscription services.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems generates revenue through the sales of their Optimus system and separately priced support, maintenance and ancillary services directly related to the sale of the Optimus system. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 their autonomous systems, it is held in deferred revenue and recognized after operation commences over the length of the subscription service.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Collaboration Arrangements Within the Scope of ASC 808, Collaborative Arrangements</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022, the Company has not identified any contracts with its customers that meet the criteria of ASC 808.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Arrangements Within the Scope of ASC 606, Revenue from Contracts with Customers</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022, none of our contracts with customers included variable consideration</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022, there were no modifications to contract specifications.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 over time.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, in 2023, a significant portion of this revenue is generated from one parent customer 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 either recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied recognized, or 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, depending on the contract.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems’ product revenue is comprised of sales of the Optimus system which includes a drone, docking station, different flown sensors (payloads), communications system, batteries, and others. The Optimus system 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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems’ service revenue is comprised of separately priced support and maintenance sales, as well as ancillary services directly related to the sale of the Optimus system including product training, installation, and onsite support. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. The customer pays for a monthly, annual, or multi-annual subscription service to remotely access the data collected by their autonomous systems. 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 based on the stand-alone selling prices of these performance obligations, which are stated in our contracts.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0pt 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems’ payment terms vary and range from Net 30 days to Net 60 days from the date of the invoices for product and services related revenue. Ondas Autonomous Systems’ 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Disaggregation of Revenue</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Type of Revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Product revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,102,388</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">872,660</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Service and subscription revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,126,560</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">319,140</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Development revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,462,482</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">934,017</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Timing of Revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue recognized point in time</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,071,906</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">872,660</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue recognized over time</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,619,524</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,253,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Country of Revenue, based on location services were provided or product was shipped to:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United States</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,717,832</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United Arab Emirates</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,521,393</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-109; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United Kingdom</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">995,357</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-110; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Israel</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">429,107</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-111; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">India</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,741</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-112; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Contract Assets and Liabilities</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 we have recognized revenue over time in accordance with meeting our performance obligation but are unable to invoice the customer yet based on the contractual invoicing terms. The contract asset is reclassified to a receivable when the right to consideration becomes unconditional. The table below details the activity in our contract assets during the year ended December 31, 2023. We did not have any contract assets recorded as of December 31, 2022. Contract assets are included in Other current assets on the Consolidated Balance Sheet.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ended<br/> December 31, <br/> 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance at beginning of period</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-113; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contract assets recognized</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">928,995</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassification to Accounts receivable, net</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(109,888</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance at end of period</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">819,107</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We recognize a contract liability (deferred revenue) when we receive consideration from a customer, or if we have the unconditional right to consideration (i.e., a receivable), prior to 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, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance, beginning of year</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61,508</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">512,397</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Additions</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,438,655</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">527,268</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Transfer to revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,223,219</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(978,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance, end of year</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">276,944</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61,508</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue recognized during the year ended December 31, 2023 that was included in the contract liability opening balance was $61,508.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Warranty Reserve</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 obligation as of December 31, 2023 and 2022 are immaterial to the Company’s financial statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Leases</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2023, the Company’s operating leases consisted of office spaces in Sunnyvale, CA, Marlborough, MA (the “American Robotics Lease”), Waltham, MA (the “Waltham Lease”), and Petah Tikva, Israel (the “Airobotics Leases”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 April 1, 2023, the Company amended the 2021 Gibraltar Lease to extend the lease through September 30, 2023, wherein the base rate is $65,676 per month. On November 6, 2023, the Company amended the 2021 Gibraltar Lease, as amended to further extend the lease through June 30, 2024, wherein the base rate is $68,959 per month.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, located in Marlborough, Massachusetts, 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 the American Robotics 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 31, 2024. On November 10, 2023, American Robotics amended the American Robotics Lease, as amended to extend the existing lease term from January 31, 2024 to January 31, 2026 and to relinquish a portion of the leased outdoor space. The annual base rent is $14,586 per month starting February 1, 2024, with an annual increase of 3.5% through January 2026. These facilities also serve as Ondas’ corporate headquarters.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. The Waltham Lease commenced on March 1, 2022, and is scheduled to 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 23, 2023, the Company acquired Airobotics and the Airobotics Leases, which includes office space in Petah Tikva, Israel leased according to three different lease agreements. Each agreement is with respect to different sections of the entire leased area and are in effect through December 31, 2023, February 28, 2024, and November 30, 2024 wherein the base rate of the entire leased area is approximately $20,500 per month.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 7, 2023, Ondas Networks entered into a 72-month lease agreement with the owner and landlord of office space in Sunnyvale, CA (the “Oakmead Lease”). The Oakmead Lease commenced on October 1, 2023, and is an operating lease through September 30, 2029. Base rent is $77,533 per month, increasing approximately 3% annually, with a security deposit due in the amount of $269,428. Base rent shall be abated during the first twelve months of the term of the lease.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, the remaining lease term, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease. This event indicated that the carrying amount of the right of use asset, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts (the “Asset Group”) may not be recoverable. The Asset Group was tested for recoverability using the undiscounted cash flows from the sublease and the Company found the Asset Group to be impaired. The Company determined the Level 3 fair value of the Asset Group using the sum of future cash flows from the sublease, discounted to the present value using an assumed discount rate of 10.5%. Based on this valuation, the Company recorded an impairment charge of $1,383,536 related to the right of use asset associated with this Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Lease Costs</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years ended<br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Components of total lease costs:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease expense</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,231,198</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,151,453</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common area maintenance expense</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">277,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">103,691</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Short-term lease costs <sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">813,797</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">48,870</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease costs</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,322,860</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,304,014</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 1in; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Represents short-term leases with an initial term of 12 months or less, which are immaterial.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 1in; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Lease Positions as of December 31, 2023 and 2022</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Assets:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,701,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,930,996</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,701,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,930,996</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Liabilities:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease liabilities, current</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">685,099</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">580,593</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease liabilities, net of current</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,800,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,456,315</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,485,809</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,036,908</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Other Leases Information</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating cash flows for operating leases</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,038,556</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">878,627</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted average remaining lease term (in years)- operating lease</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.73</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.86</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted average discount rate – operating lease</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.99</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.78</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Undiscounted Leases Cash Flows</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: left; border-bottom: Black 1.5pt solid">Years ending December 31,</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2024</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">815,880</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,802,201</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,653,139</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,568,688</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2028</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,616,022</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">999,204</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 9pt">Total future minimum lease payments</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">8,455,134</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 9pt">Lease imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,969,325</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">6,485,809</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Net Loss Per Common Share</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Basic net loss per share is computed by dividing net loss available to common stockholders (the numerator) by the weighted average number of shares of Common Stock outstanding for each period (the denominator). Income available to common stockholders shall be computed by deducting the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The computation of diluted net loss per share is similar to the computation of basic net loss per share except that the numerator may have to adjust for any dividends and income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of common stock, and the denominator may have to adjust to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued during the period to reflect the potential dilution that could occur from shares of common stock issuable through stock options, warrants, restricted stock units, or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and restricted stock units, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260. Because of the net loss for the years ended December 31, 2023 and 2022, the impact of including this in our computation of diluted net loss per share was anti-dilutive.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants to purchase common stock</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,566,092</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,901,802</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Options to purchase common stock</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,854,507</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,412,286</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Potential shares issuable under 2022 Convertible Exchange Notes</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,084,776</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,177,835</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Potential shares issuable under 2023 Additional Notes</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,125,732</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-114; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Restricted stock units</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">554,466</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,111,617</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total potentially dilutive securities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">109,185,573</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,603,540</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Concentrations of Credit Risk</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 maintain an allowance for credit losses.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><span style="text-decoration:underline">Concentration of Customers</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. Revenue from significant customers, those representing 10% or more of total revenue, was composed of three customers accounting for 42%, 33% and 22% of the Company’s revenue for the year ended December 31, 2023, respectively. One customer accounted for 89% of the Company’s revenue for the year ended December 31, 2022.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Accounts receivable from significant customers, those representing 10% or more of the total accounts receivable, were composed of three customers accounting for 61%, 22% and 12%, respectively, of the Company’s accounts receivable balance as of December 31, 2023. Two customers accounted for 67% and 33% of the Company’s accounts receivable balance as of December 31, 2022, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Recently Adopted Accounting Pronouncements and SEC Rules</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of January 1, 2023, the Company adopted the following Accounting Standards Updates (ASU), and the adoption had no impact on our accompanying Consolidated Financial Statements:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 48px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASU No. 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures, as an amendment to ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 48px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers; and</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 48px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 29, 2022, the Financial Accounting Standards Board (FASB) issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. Under the new ASU, a company that uses a supplier finance program in connection with the purchase of goods or services will be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU No. 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, except for the roll forward of the supplier finance program obligations, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The adoption of this pronouncement as of January 1, 2023 did not have a material impact on our accompanying Consolidated Financial Statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In July 2023, the SEC adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring disclosure of material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy and governance in annual reports. The Company has included the Regulation S-K Item 1C disclosure requirements under this rule in our Annual Report on Form 10-K for the year ended December 31, 2023. Incident disclosure requirements in Form 8-K will be effective for us on June 15, 2024. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Recently Issued Accounting Pronouncements Not Yet Adopted</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 30, 2022, the FASB issued ASU No. 2022-03, which (1) clarifies existing guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and (2) introduces new disclosure requirements for equity securities subject to contractual sale restrictions. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security. Instead, the contractual sale restriction is a characteristic of the reporting entity. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. Additionally, the ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets”, which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company’s Consolidated Financial Statements</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Reclassification</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Basis of Presentation</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Consolidated Financial Statements include the accounts of the Company and our subsidiaries, Ondas Networks, American Robotics, and Airobotics. All inter-company accounts and transactions between these entities have been eliminated in these Consolidated Financial Statements. The functional currency of the Company and all of our subsidiaries is the U.S. dollar.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Business Combinations</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We utilize the purchase method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Ondas’ results of operations beginning on the respective acquisition dates and that assets acquired, and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the Consolidated Statements of Operations. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired, and liabilities assumed in certain cases, may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Goodwill and Intangible Assets</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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. The impairment of Goodwill was <span style="-sec-ix-hidden: hidden-fact-115">$0</span> and $19,419,600 for the years ended December 31, 2023 and 2022, respectively, see Note 5 – Goodwill and Business Acquisition, for further details.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intangible assets represent patents, licenses, software 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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We amortize our intangible assets with a finite life on a straight-line basis, over 3 years for software; 10 years for patents; 3-10 years for developed technology, 10 years for licenses, trademarks, marketing-related assets and the FAA waiver; 5 years for customer relationships; and 1 year for non-compete agreements.</span></p> 19419600 P3Y P10Y P3Y P10Y P10Y P5Y P1Y <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Segment Information</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 Ondas Autonomous Systems as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 9.35pt; text-align: justify; text-indent: -9.35pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Use of Estimates</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The process of preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements. Such management estimates include those relating to allocation of consideration for business combinations to identifiable tangible and intangible assets, revenue recognition, inventory write-downs to reflect net realizable value, fair values of financial instruments and goodwill, assumptions used in the valuation of stock-based awards and valuation allowances against deferred tax assets. Actual results could differ from those estimates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Cash, Cash Equivalents, and Restricted Cash</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. On December 31, 2023 and 2022, 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, 2023, the Company has maintained balances in excess of federally insured limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits.</span></p> 13972000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Accounts Receivable</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts receivable are stated at a gross invoice amount less an allowance for credit losses as well as net of any discounts or other forms of variable consideration. 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, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Inventory</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022, such reserves were $100,254.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory consists of the following:</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, <br/> 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, <br/> 2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Raw Material</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,499,727</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,041,776</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Work in Process</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">782,770</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">89,080</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Finished Goods</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,403</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142,415</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less Inventory Reserves</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(100,254</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(100,254</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total Inventory, Net</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,186,646</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,173,017</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 100254 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory consists of the following:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, <br/> 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, <br/> 2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Raw Material</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,499,727</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,041,776</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Work in Process</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">782,770</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">89,080</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Finished Goods</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,403</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142,415</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less Inventory Reserves</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(100,254</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(100,254</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total Inventory, Net</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,186,646</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,173,017</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 1499727 2041776 782770 89080 4403 142415 100254 100254 2186646 2173017 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Property and Equipment</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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) 3 to 7 years for computer equipment, (ii) 5 years for vehicles and docking stations and drones, (iii) 7 - 17 years for furniture and fixtures, (iv) 5 to 7 years for development equipment, and (v) 3 years for machinery and equipment. 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. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> P3Y P7Y P5Y P7Y P17Y P5Y P7Y P3Y <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Software</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and December 31, 2022, the Company had no internally developed software.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Impairment of Long-Lived Assets</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 are 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 impairment of long-lived assets was $2,523,528 and $12,343 for the years ended December 31, 2023 and 2022, respectively. For additional information on the asset impairment charges, see Note – 2 Summary of Significant Account Policies, <i>Leases</i>, and Note 4 – Property and Equipment.</span></p> 2523528 12343 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Research and Development</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Costs for research and development are expensed as incurred except for research and development equipment with alternative future use. Research and development expenses consist primarily of salaries, salary related expenses and costs of contractors and materials.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Fair Value of Financial Instruments</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximate our fair value because of the short-term maturity of such instruments. Our financial assets measured at fair value on a nonrecurring basis include right of use assets, goodwill and intangibles, which are adjusted to fair value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Our estimate of the fair value of right of use assets, goodwill and intangibles are based on expected future cash flows and actual results may differ from those estimates.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 48px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 72px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Level 1 </b>--</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unadjusted quoted prices in active markets for identical assets or liabilities.</span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; width: 48px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; width: 72px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Level 2</b> --</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Level 3</b> --</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unobservable inputs for the asset or liability.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company had no assets or liabilities that were required to be valued at fair value as of December 31, 2022. The Company had Level 3 assets that are required to be valued at fair value as of December 31, 2023, see Note – 2 Summary of Significant Account Policies, <i>Leases</i>, and Note 4 – Property and Equipment.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company also had Level 3 liabilities that are required to be valued at fair value as of December 31, 2023. The fair value of the government grant liability is determined as the sum of 3% royalty payments on forecasted future sales, discounted using the effective interest method. As of December 31, 2023, the Company made the following assumptions: (i) royalty payments will be made on future sales through 2026, and (ii) the effective interest rate is a range of 17-19%. The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs:</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Government<br/> Grant<br/> Liability</b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 24, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,783,403</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Repayment on liability</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,576</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Government grant liability assumed from Iron Drone asset purchase</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">307,122</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value adjustment to government grant liability assumed from Iron Drone asset purchase</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">48,795</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Government grant proceeds received, adjusted to fair value</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">128,803</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Loss on change in fair value of liability</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">488,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,749,704</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 0.03 0.17 0.19 The following table provides a reconciliation of the beginning and ending balances for the Level 3 government grant liability measured at fair value using significant unobservable inputs:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Government<br/> Grant<br/> Liability</b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 24, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,783,403</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Repayment on liability</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,576</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Government grant liability assumed from Iron Drone asset purchase</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">307,122</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value adjustment to government grant liability assumed from Iron Drone asset purchase</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">48,795</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Government grant proceeds received, adjusted to fair value</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">128,803</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Loss on change in fair value of liability</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">488,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,749,704</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 1783403 6576 307122 48795 128803 488157 2749704 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Deferred Offering Costs</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financing is consummated. After consummation of equity financing, 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 financing 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, 2023 and 2022, the Company recorded a reduction in proceeds received of $0 and $35,841, respectively, related to the ATM Offering. See Note 10 – Stockholders’ Equity.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 11, 2023, the Company and the Sales Agent (as defined below), mutually agreed to terminate the ATM Agreement (as defined below), and the Company expensed the remaining deferred offering costs of $145,293 during the year ended December 31, 2023. For the year ended December 31, 2022, the Company expensed offering costs of $45,823. The deferred offering costs outstanding as of December 31, 2023 and 2022, were $0 and $145,293, respectively.</span></p> 0 35841 145293 45823 0 145293 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Government Grants</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Government liability was assumed through the acquisition of Airobotics and asset purchase of Iron Drone. Airobotics and Iron Drone received government grants from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”), and the grant funds are repayable to the extent that future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, which is 17-19%, and if so, the appropriate amount of the liability is derecognized through other income (expense). Amounts paid as royalties are treated as a reduction of the liability. Royalty payments are due every nine months. There is no maturity date. The liability exists until it is paid in full through royalty payments or the Company reports to the IIA there will be no further sales, and they accept this.</span></p> 0.17 0.19 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Redeemable Noncontrolling Interests</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 9, 2023, Ondas Networks Inc. entered into an Agreement with a third party for the sale of redeemable preferred stock in Ondas Networks. The preferred stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price and can be redeemed at the request of the Holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Preferred Stock was converted into Common Stock (see Note 11 – Redeemable Noncontrolling Interest). The applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result, the Company recorded the noncontrolling interest as redeemable noncontrolling interest and classified it in temporary equity within its consolidated balance sheet initially at its acquisition-date estimated redemption value or fair value. In addition, the Company has elected to accrete the redeemable noncontrolling interest to the full redemption value as of the earliest redemption date by accruing dividends at 8% per annum and accreting the redemption value to two times the initial investment over five years using the effective interest rate method.</span></p> 0.08 0.08 P5Y <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Income Taxes</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 U.S. 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.</span></p> 0.50 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Share-Based Compensation</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We calculate share-based compensation expense for option awards (“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 in determining the fair value of Share-based Awards. The expected term is based on the “simplified method”, due to the Company’s limited option exercise history. Under this method, the term is estimated using the weighted average of the service vesting period and contractual term of the option award. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexities and industry and calculates historical volatility based on the volatilities of these companies. 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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We recognize restricted stock unit expense over the period of vesting or period that services will be provided. Compensation associated with shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), issued or to be issued to consultants and other non-employees is recognized over the expected service period beginning on the measurement date, which is generally the time the Company and the service provider enter into a commitment whereby the Company agrees to grant shares in exchange for the services to be provided.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 0.0001 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Shipping and Handling</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We expense all shipping and handling costs as incurred. These costs are included in Cost of goods sold on the accompanying Consolidated Statements of Operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Advertising and Promotional Expenses</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We expense advertising and promotional costs as incurred. We recognized expense of $182,070 and $80,934 for the years ended December 31, 2023, and 2022, respectively. These costs are included in Sales and marketing on the accompanying Consolidated Statements of Operations.</span></p> 182070 80934 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Post-Retirement Benefits</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We have one 401(k) Savings Plan for US employees that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this 401(k) Plan, matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. We recognized expense of $328,357 and $351,837 for the years ended December 31, 2023, and 2022, respectively.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Airobotics’ post-employment benefits are usually funded by deposits with insurance companies and are classified as defined deposit plans or defined benefit plans. Airobotics’ has defined deposit plans, in accordance with Section 14 of Severance Compensation Israeli Law, 1963, according to which Airobotics regularly makes its payments without having a legal or implied obligation to make additional payments even if the fund has not accumulated sufficient amounts to pay all employee benefits, in the current period and in previous periods. Deposits to a defined benefit plan for severance pay or benefits, are recognized as an expense when deposited with the plan in parallel with receiving work services from the employee. All of Airobotics’ employees in Israel are subject to Section 14 of Severance Compensation Israeli Law. We recognized expense of $624,758 for the period of January 24, 2023 through December 31, 2023 related to these post-employment benefits.</span></p> 328357 351837 624758 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Revenue Recognition</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas has two business segments that generate revenue: Ondas Networks and Ondas Autonomous Systems. Ondas Networks generates revenue from product sales, services, and development projects. Ondas Autonomous Systems, which includes American Robotics and Airobotics, generates revenue from product sales, services, and data subscription services.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems generates revenue through the sales of their Optimus system and separately priced support, maintenance and ancillary services directly related to the sale of the Optimus system. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 their autonomous systems, it is held in deferred revenue and recognized after operation commences over the length of the subscription service.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Collaboration Arrangements Within the Scope of ASC 808, Collaborative Arrangements</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022, the Company has not identified any contracts with its customers that meet the criteria of ASC 808.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Arrangements Within the Scope of ASC 606, Revenue from Contracts with Customers</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022, none of our contracts with customers included variable consideration</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022, there were no modifications to contract specifications.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 over time.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Development revenue is comprised primarily of non-recurring engineering service contracts to develop software and hardware applications for various customers. For Ondas Networks, in 2023, a significant portion of this revenue is generated from one parent customer 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 either recognized at the point in time when those services have been provided to the customer and the performance obligation has been satisfied recognized, or 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, depending on the contract.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems’ product revenue is comprised of sales of the Optimus system which includes a drone, docking station, different flown sensors (payloads), communications system, batteries, and others. The Optimus system 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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems’ service revenue is comprised of separately priced support and maintenance sales, as well as ancillary services directly related to the sale of the Optimus system including product training, installation, and onsite support. Ondas Autonomous Systems also generates service revenue by selling a data subscription service to its customers based on the information collected by their autonomous systems. The customer pays for a monthly, annual, or multi-annual subscription service to remotely access the data collected by their autonomous systems. 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 based on the stand-alone selling prices of these performance obligations, which are stated in our contracts.</span></p><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin: 0pt 0pt 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Autonomous Systems’ payment terms vary and range from Net 30 days to Net 60 days from the date of the invoices for product and services related revenue. Ondas Autonomous Systems’ 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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Disaggregation of Revenue</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Type of Revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Product revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,102,388</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">872,660</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Service and subscription revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,126,560</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">319,140</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Development revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,462,482</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">934,017</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Timing of Revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue recognized point in time</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,071,906</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">872,660</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue recognized over time</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,619,524</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,253,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Country of Revenue, based on location services were provided or product was shipped to:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United States</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,717,832</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United Arab Emirates</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,521,393</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-109; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United Kingdom</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">995,357</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-110; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Israel</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">429,107</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-111; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">India</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,741</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-112; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Contract Assets and Liabilities</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 we have recognized revenue over time in accordance with meeting our performance obligation but are unable to invoice the customer yet based on the contractual invoicing terms. The contract asset is reclassified to a receivable when the right to consideration becomes unconditional. The table below details the activity in our contract assets during the year ended December 31, 2023. We did not have any contract assets recorded as of December 31, 2022. Contract assets are included in Other current assets on the Consolidated Balance Sheet.</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ended<br/> December 31, <br/> 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance at beginning of period</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-113; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contract assets recognized</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">928,995</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassification to Accounts receivable, net</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(109,888</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance at end of period</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">819,107</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We recognize a contract liability (deferred revenue) when we receive consideration from a customer, or if we have the unconditional right to consideration (i.e., a receivable), prior to 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, 2023 and 2022.</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance, beginning of year</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61,508</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">512,397</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Additions</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,438,655</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">527,268</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Transfer to revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,223,219</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(978,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance, end of year</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">276,944</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61,508</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue recognized during the year ended December 31, 2023 that was included in the contract liability opening balance was $61,508.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Warranty Reserve</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 obligation as of December 31, 2023 and 2022 are immaterial to the Company’s financial statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following tables present our disaggregated revenues by Type of Revenue and Timing of Revenue.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Type of Revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Product revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,102,388</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">872,660</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Service and subscription revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,126,560</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">319,140</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Development revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,462,482</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">934,017</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Timing of Revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue recognized point in time</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,071,906</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">872,660</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue recognized over time</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,619,524</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,253,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Country of Revenue, based on location services were provided or product was shipped to:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United States</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,717,832</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United Arab Emirates</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,521,393</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-109; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">United Kingdom</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">995,357</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-110; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Israel</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">429,107</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-111; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">India</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,741</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-112; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 12102388 872660 2126560 319140 1462482 934017 15691430 2125817 14071906 872660 1619524 1253157 15691430 2125817 5717832 2125817 8521393 995357 429107 27741 15691430 2125817 Contract assets are included in Other current assets on the Consolidated Balance Sheet.<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ended<br/> December 31, <br/> 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance at beginning of period</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-113; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-align: left; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contract assets recognized</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">928,995</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassification to Accounts receivable, net</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(109,888</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance at end of period</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">819,107</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table>The table below details the activity in our contract liabilities during the years ended December 31, 2023 and 2022.<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance, beginning of year</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61,508</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">512,397</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Additions</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,438,655</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">527,268</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Transfer to revenue</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,223,219</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(978,157</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance, end of year</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">276,944</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61,508</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 928995 -109888 819107 61508 512397 2438655 527268 -2223219 -978157 276944 61508 61508 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Leases</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. During the year ended December 31, 2023, the Company’s operating leases consisted of office spaces in Sunnyvale, CA, Marlborough, MA (the “American Robotics Lease”), Waltham, MA (the “Waltham Lease”), and Petah Tikva, Israel (the “Airobotics Leases”).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 April 1, 2023, the Company amended the 2021 Gibraltar Lease to extend the lease through September 30, 2023, wherein the base rate is $65,676 per month. On November 6, 2023, the Company amended the 2021 Gibraltar Lease, as amended to further extend the lease through June 30, 2024, wherein the base rate is $68,959 per month.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 5, 2021, the Company acquired American Robotics and the American Robotics Lease, located in Marlborough, Massachusetts, 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 the American Robotics 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 31, 2024. On November 10, 2023, American Robotics amended the American Robotics Lease, as amended to extend the existing lease term from January 31, 2024 to January 31, 2026 and to relinquish a portion of the leased outdoor space. The annual base rent is $14,586 per month starting February 1, 2024, with an annual increase of 3.5% through January 2026. These facilities also serve as Ondas’ corporate headquarters.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 8, 2021, American Robotics entered into an 86-month operating lease for space in Waltham, Massachusetts. The Waltham Lease commenced on March 1, 2022, and is scheduled to 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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 23, 2023, the Company acquired Airobotics and the Airobotics Leases, which includes office space in Petah Tikva, Israel leased according to three different lease agreements. Each agreement is with respect to different sections of the entire leased area and are in effect through December 31, 2023, February 28, 2024, and November 30, 2024 wherein the base rate of the entire leased area is approximately $20,500 per month.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 7, 2023, Ondas Networks entered into a 72-month lease agreement with the owner and landlord of office space in Sunnyvale, CA (the “Oakmead Lease”). The Oakmead Lease commenced on October 1, 2023, and is an operating lease through September 30, 2029. Base rent is $77,533 per month, increasing approximately 3% annually, with a security deposit due in the amount of $269,428. Base rent shall be abated during the first twelve months of the term of the lease.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, the remaining lease term, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease. This event indicated that the carrying amount of the right of use asset, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts (the “Asset Group”) may not be recoverable. The Asset Group was tested for recoverability using the undiscounted cash flows from the sublease and the Company found the Asset Group to be impaired. The Company determined the Level 3 fair value of the Asset Group using the sum of future cash flows from the sublease, discounted to the present value using an assumed discount rate of 10.5%. Based on this valuation, the Company recorded an impairment charge of $1,383,536 related to the right of use asset associated with this Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Lease Costs</i></span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years ended<br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Components of total lease costs:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease expense</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,231,198</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,151,453</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common area maintenance expense</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">277,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">103,691</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Short-term lease costs <sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">813,797</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">48,870</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease costs</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,322,860</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,304,014</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Represents short-term leases with an initial term of 12 months or less, which are immaterial.</span></td> </tr></table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Lease Positions as of December 31, 2023 and 2022</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Assets:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,701,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,930,996</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,701,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,930,996</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Liabilities:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease liabilities, current</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">685,099</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">580,593</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease liabilities, net of current</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,800,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,456,315</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,485,809</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,036,908</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Other Leases Information</i></span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating cash flows for operating leases</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,038,556</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">878,627</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted average remaining lease term (in years)- operating lease</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.73</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.86</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted average discount rate – operating lease</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.99</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.78</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Undiscounted Leases Cash Flows</i></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows:</span></p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: left; border-bottom: Black 1.5pt solid">Years ending December 31,</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2024</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">815,880</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,802,201</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,653,139</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,568,688</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2028</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,616,022</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">999,204</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 9pt">Total future minimum lease payments</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">8,455,134</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 9pt">Lease imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,969,325</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">6,485,809</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 45000 90000 65676 68959 15469 0.03 24166 10450 8802 0.03 14586 0.035 39375 0.03 104040 20500 77533 0.03 269428 22920 41250 0.105 1383536 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Lease Costs</i></span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years ended<br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Components of total lease costs:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease expense</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,231,198</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,151,453</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common area maintenance expense</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">277,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">103,691</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Short-term lease costs <sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">813,797</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">48,870</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease costs</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,322,860</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,304,014</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Represents short-term leases with an initial term of 12 months or less, which are immaterial.</span></td> </tr></table> 1231198 1151453 277865 103691 813797 48870 2322860 1304014 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Assets:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,701,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,930,996</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,701,865</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,930,996</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Liabilities:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease liabilities, current</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">685,099</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">580,593</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease liabilities, net of current</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,800,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,456,315</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total lease liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,485,809</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,036,908</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 4701865 2930996 4701865 2930996 685099 580593 5800710 2456315 6485809 3036908 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Other Leases Information</i></span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating cash flows for operating leases</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,038,556</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">878,627</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted average remaining lease term (in years)- operating lease</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.73</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.86</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted average discount rate – operating lease</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.99</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.78</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 1038556 878627 P4Y8M23D P5Y10M9D 0.0999 0.0578 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet on December 31, 2023, as follows:</span><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: left; border-bottom: Black 1.5pt solid">Years ending December 31,</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2"> </td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2024</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">815,880</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,802,201</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,653,139</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,568,688</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2028</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,616,022</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">999,204</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 9pt">Total future minimum lease payments</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">8,455,134</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt; padding-left: 9pt">Lease imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,969,325</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Total</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">6,485,809</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 815880 1802201 1653139 1568688 1616022 999204 8455134 -1969325 6485809 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Net Loss Per Common Share</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Basic net loss per share is computed by dividing net loss available to common stockholders (the numerator) by the weighted average number of shares of Common Stock outstanding for each period (the denominator). Income available to common stockholders shall be computed by deducting the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The computation of diluted net loss per share is similar to the computation of basic net loss per share except that the numerator may have to adjust for any dividends and income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of common stock, and the denominator may have to adjust to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued during the period to reflect the potential dilution that could occur from shares of common stock issuable through stock options, warrants, restricted stock units, or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and restricted stock units, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260. Because of the net loss for the years ended December 31, 2023 and 2022, the impact of including this in our computation of diluted net loss per share was anti-dilutive.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants to purchase common stock</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,566,092</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,901,802</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Options to purchase common stock</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,854,507</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,412,286</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Potential shares issuable under 2022 Convertible Exchange Notes</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,084,776</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,177,835</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Potential shares issuable under 2023 Additional Notes</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,125,732</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-114; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Restricted stock units</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">554,466</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,111,617</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total potentially dilutive securities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">109,185,573</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,603,540</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following potentially dilutive securities for the years ended December 31, 2023 and 2022 have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants to purchase common stock</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,566,092</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,901,802</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Options to purchase common stock</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,854,507</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,412,286</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Potential shares issuable under 2022 Convertible Exchange Notes</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,084,776</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,177,835</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Potential shares issuable under 2023 Additional Notes</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,125,732</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-114; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Restricted stock units</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">554,466</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,111,617</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total potentially dilutive securities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">109,185,573</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,603,540</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 12566092 1901802 4854507 2412286 62084776 24177835 29125732 554466 1111617 109185573 29603540 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Concentrations of Credit Risk</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2023, the Company was approximately $13,972,000 in excess of federally insured limits.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 maintain an allowance for credit losses.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> 13972000 <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><span style="text-decoration:underline">Concentration of Customers</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Because we have only recently invested in our customer service and support organization, a small number of customers have accounted for a substantial amount of our revenue. Revenue from significant customers, those representing 10% or more of total revenue, was composed of three customers accounting for 42%, 33% and 22% of the Company’s revenue for the year ended December 31, 2023, respectively. One customer accounted for 89% of the Company’s revenue for the year ended December 31, 2022.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Accounts receivable from significant customers, those representing 10% or more of the total accounts receivable, were composed of three customers accounting for 61%, 22% and 12%, respectively, of the Company’s accounts receivable balance as of December 31, 2023. Two customers accounted for 67% and 33% of the Company’s accounts receivable balance as of December 31, 2022, respectively.</p> 0.10 0.42 0.33 0.22 0.89 0.10 0.61 0.22 0.12 0.67 0.33 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Recently Adopted Accounting Pronouncements and SEC Rules</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of January 1, 2023, the Company adopted the following Accounting Standards Updates (ASU), and the adoption had no impact on our accompanying Consolidated Financial Statements:</span></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 48px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASU No. 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures, as an amendment to ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.</span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 48px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers; and</span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 48px"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 29, 2022, the Financial Accounting Standards Board (FASB) issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances the transparency about the use of supplier finance programs for investors and other allocators of capital. Under the new ASU, a company that uses a supplier finance program in connection with the purchase of goods or services will be required to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU No. 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, except for the roll forward of the supplier finance program obligations, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The adoption of this pronouncement as of January 1, 2023 did not have a material impact on our accompanying Consolidated Financial Statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In July 2023, the SEC adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring disclosure of material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy and governance in annual reports. The Company has included the Regulation S-K Item 1C disclosure requirements under this rule in our Annual Report on Form 10-K for the year ended December 31, 2023. Incident disclosure requirements in Form 8-K will be effective for us on June 15, 2024. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Recently Issued Accounting Pronouncements Not Yet Adopted</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 30, 2022, the FASB issued ASU No. 2022-03, which (1) clarifies existing guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and (2) introduces new disclosure requirements for equity securities subject to contractual sale restrictions. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security. Instead, the contractual sale restriction is a characteristic of the reporting entity. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. Additionally, the ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s Consolidated Financial Statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets”, which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company’s Consolidated Financial Statements</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Reclassification</span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 3 – OTHER CURRENT ASSETS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current assets consist of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prepaid insurance</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,035,071</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">782,538</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Advance to vendors</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">442,727</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">323,698</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred offering costs</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-116; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">145,293</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contract asset</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">819,107</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-117; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VAT input credit</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">232,048</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-118; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Receivables from employees</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">40,117</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-119; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other prepaid expenses and current assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">398,549</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">498,084</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total other current assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,967,619</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,749,613</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current assets consist of the following:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prepaid insurance</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,035,071</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">782,538</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Advance to vendors</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">442,727</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">323,698</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred offering costs</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-116; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">145,293</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contract asset</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">819,107</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-117; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VAT input credit</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">232,048</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-118; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Receivables from employees</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">40,117</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-119; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other prepaid expenses and current assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">398,549</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">498,084</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total other current assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,967,619</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,749,613</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 1035071 782538 442727 323698 145293 819107 232048 40117 398549 498084 2967619 1749613 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 4 – PROPERTY AND EQUIPMENT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment consist of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vehicles</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">149,916</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">149,916</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computer equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">363,141</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">348,408</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Furniture and fixtures</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">332,804</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">461,352</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leasehold improvements</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,534,014</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,093,812</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Development equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">294,288</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">342,142</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Drones and base stations</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,928,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-120; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Machinery and Equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">60,321</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-121; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Construction in progress</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">395,340</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">330,541</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,058,782</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,726,171</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less: accumulated depreciation</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,882,824</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(702,886</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total property and equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,175,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,023,285</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation expense for the years ended December 31, 2023 and 2022 was $844,833 and $449,458, respectively. For the year ended December 31, 2023, the Company recognized a loss on disposal of Computer equipment of $52,595. For the year ended December 31, 2022, the Company recognized a loss on disposal of obsolete Drones and base stations totaling $382,060. Loss on disposal of assets is included in Other income (expense), net in the Company’s Consolidated Statements of Operations for the years ended December 31, 2023 and 2022. As of December 31, 2023, there was $1,939,716 of net property and equipment located in Israel and $298,363 of net property and equipment located in United Arab Emirates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In connection with the American Robotics sublease effective January 15, 2024, see Note – 2 Summary of Significant Account Policies, <i>Leases</i>, the Company recorded an impairment charge of $1,127,769 related to the Leasehold improvements and Furniture and fixtures associated with the Asset Group, which is included in General and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023. </span></p> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment consist of the following:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vehicles</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">149,916</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">149,916</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computer equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">363,141</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">348,408</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Furniture and fixtures</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">332,804</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">461,352</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leasehold improvements</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,534,014</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,093,812</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Development equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">294,288</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">342,142</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Drones and base stations</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,928,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-120; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Machinery and Equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">60,321</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-121; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Construction in progress</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">395,340</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">330,541</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,058,782</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,726,171</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less: accumulated depreciation</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,882,824</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(702,886</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total property and equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,175,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,023,285</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 149916 149916 363141 348408 332804 461352 2534014 2093812 294288 342142 3928958 60321 395340 330541 8058782 3726171 3882824 702886 4175958 3023285 844833 449458 52595 382060 1939716 298363 1127769 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 5 – GOODWILL AND BUSINESS ACQUISITION</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Airobotics Transaction</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 23, 2023, the Company, completed the acquisition of Airobotics, pursuant to the Agreement of Merger, dated as of August 4, 2022 (the “Original Airobotics Agreement”), and that certain Amendment to Agreement of Merger, dated November 13, 2022 (the “Airobotics Amendment,” and together with the Original Airobotics Agreement, the “Airobotics Agreement”), by and among the Company, Talos Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Airobotics. In accordance with the terms of the Airobotics Agreement, Merger Sub merged with and into Airobotics (the “Merger”), with Airobotics continuing as the surviving company of the Merger and as a wholly owned subsidiary of the Company.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At the effective time of the Merger (the “Effective Time”), each ordinary share of Airobotics, par value NIS 0.01 per share (the “Airobotics Ordinary Shares”), issued and outstanding (other than shares owned by Airobotics or its subsidiaries (dormant or otherwise) or by the Company or Merger Sub) was converted into, and exchanged for 0.16806 (the “Exchange Ratio”) fully paid and nonassessable shares of Common Stock of the Company, without interest and subject to applicable tax withholdings (“Merger Consideration”). All fractional shares of the Company Common Stock that would have otherwise been issued to a holder of Airobotics Ordinary Shares as part of the Merger Consideration were rounded up to the nearest whole share based on the total number of shares of the Company’s Common Stock issued to such holder of Airobotics Ordinary Shares. Holders of Airobotics Ordinary Shares received approximately 2.8 million shares as consideration (excluding approximately 1.7 million shares underlying equity awards to be outstanding following the Merger).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As provided in the Airobotics Agreement, each outstanding option, warrant or other right, whether vested or unvested, to purchase Airobotics Ordinary Shares (each, an “Airobotics Stock Option,” and collectively, the “Airobotics Stock Options”) issued pursuant to the Airobotics Ltd. 2015 Israeli Share Option Plan and 2020 Incentive Equity Plan (the “Airobotics Plans”), was assumed by Ondas and converted as of the Effective Time into an option, warrant or right, as applicable, to purchase shares of Company Common Stock. Subject to the terms of the relevant Airobotics Stock Option, each Airobotics Stock Option is deemed to constitute an option, warrant, or other right, as applicable, to purchase, on substantially the same terms and conditions as were applicable under such Airobotics Stock Option, a number of shares of Company Common Stock equal to the number of shares of Company Common Stock (rounded up to the nearest whole share) that the holder of such Airobotics Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option, warrant, or right to purchase full Airobotics Ordinary Shares immediately prior to the Effective Time at a price per share of Company Common Stock (rounded down to the nearest whole cent) equal to (i) the former per share exercise price for Airobotics Ordinary Shares otherwise purchasable pursuant to such Airobotics Stock Option, divided by (ii) the Exchange Ratio.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As a result of the Merger, the Company is dual listed on The Nasdaq Stock Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”). The first trading day of the Company’s shares on TASE was January 26, 2023. On February 8, 2024, the Company took steps to voluntarily delist the Company’s common stock from trading on TASE. Pursuant to Israeli law, the delisting of the Company’s Common Stock is expected to take effect three months following the date of the Company’s request to the TASE to delist the Company’s common stock, which occurred on February 8, 2024. The Company’s Common Stock will continue to be listed for trading on Nasdaq, and all of the shares traded on the TASE are expected to be transferred to Nasdaq where they can continue to be traded. See the Current Report on Form 8-K filed with the SEC on February 8, 2024 for further details.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the consideration paid for Airobotics and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Purchase price consideration</span></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common Stock – 2,844,291 Shares</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,261,938</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested Stock Options – 773,244 Shares</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">700,690</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants – 586,440 Warrants to purchase shares</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-122; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total purchase price consideration</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,962,628</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: bold 10pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Estimated fair value of assets acquired:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cash and cash equivalents and restricted cash</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,049,454</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts receivable</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">112,245</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,494,707</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current assets</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">835,664</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,015,602</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Right of use asset</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">339,104</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intangible assets</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,977,926</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other long-term assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,851</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total estimated fair value of assets acquired</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,887,553</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: bold 10pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Estimated fair value of liabilities assumed:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">969,242</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer Prepayments</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,602,535</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Government grant liability</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,783,403</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other loans</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,140,301</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other payables</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,156,057</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Lease liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">385,450</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Loan from related party</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,032,875</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total estimated fair value of liabilities assumed</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,069,863</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Assets Acquired</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,817,690</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,144,938</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The exercise price of the warrants included in the purchase price consideration far exceeded the Company’s stock price at the date of acquisition, thus the value of warrants was deemed de minimis.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The intangible assets acquired include the developed technology, marketing-related assets, and customer relationships (see Note 6 – Intangible Assets). The final purchase price allocation has changed from the preliminary allocation because of changes in the valuation of property and equipment and intangibles. During the year ended December 31, 2023, measurement period adjustments were made of (1) $68,483 to reduce the estimated fair value of property and equipment and increase goodwill, respectively, and (2) $80,000 to reduce the valuation of the customer relationships intangible asset and increase goodwill, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our results for the year ended December 31, 2023 include results from Airobotics between January 24, 2023 and December 31, 2023. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Airobotics had occurred on January 1, 2022. 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, 2022 or what the Company’s operating results will be in future periods. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Unaudited)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years Ended<br/> December 31,</b></span></p></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue, net</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,723,466</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,874,232</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net loss</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(45,195,015</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(85,966,141</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="-sec-ix-hidden: hidden-fact-124; -sec-ix-hidden: hidden-fact-123; font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Loss Per Share – basic and diluted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(0.86</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1.90</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Goodwill Impairment</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has recognized goodwill as part of the American Robotics acquisition in 2021 and Airobotics acquisition in 2023. The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Ondas<br/> Autonomous<br/> Systems</b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 1, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">45,026,583</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Impairment loss</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(19,419,600</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,606,983</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill acquired</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,144,938</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,751,921</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Goodwill is tested for impairment in the fourth quarter after the annual forecasting process. In December 2023, the Company bypassed the qualitative analysis and proceeded directly to a quantitative analysis. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and updated forecasts for revenue and cash flows, it was determined that the fair value of the Ondas Autonomous Systems reporting unit was higher than the carrying value as of December 31, 2023, and no further impairment to goodwill was necessary as of December 31, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In December 2022, the Company initially carried out a qualitative analysis and determined that because of changes in market conditions as well as a slower increase in revenue than previously forecast, it was more likely than not that goodwill was impaired. The Company engaged a third-party service provider to carry out a valuation of the Ondas Autonomous Systems reporting unit. Using a discounted cash flow analysis and revised forecasts for revenue and cash flows that are lower than the previous valuation, it was determined that the fair value of the Ondas Autonomous Systems reporting unit was lower than the carrying value as of December 31, 2022, and an impairment of $19,419,600 was recognized in Operating expenses in the Consolidated Statements of Operations for the year ending December 31, 2022.</p> 0.01 0.16806 2800000 1700000 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the consideration paid for Airobotics and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Purchase price consideration</span></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common Stock – 2,844,291 Shares</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,261,938</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested Stock Options – 773,244 Shares</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">700,690</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants – 586,440 Warrants to purchase shares</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-122; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total purchase price consideration</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,962,628</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: bold 10pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Estimated fair value of assets acquired:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cash and cash equivalents and restricted cash</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,049,454</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts receivable</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">112,245</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,494,707</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current assets</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">835,664</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,015,602</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Right of use asset</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">339,104</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intangible assets</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,977,926</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other long-term assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,851</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total estimated fair value of assets acquired</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,887,553</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: bold 10pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Estimated fair value of liabilities assumed:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">969,242</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer Prepayments</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,602,535</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Government grant liability</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,783,403</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other loans</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,140,301</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other payables</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,156,057</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Lease liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">385,450</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Loan from related party</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,032,875</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total estimated fair value of liabilities assumed</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,069,863</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Assets Acquired</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,817,690</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,144,938</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 2844291 5261938 773244 -700690 586440 5962628 1049454 112245 1494707 835664 3015602 339104 5977926 62851 12887553 969242 1602535 1783403 1140301 1156057 385450 2032875 9069863 3817690 2144938 68483 80000 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, 2022 or what the Company’s operating results will be in future periods.<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(Unaudited)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years Ended<br/> December 31,</b></span></p></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue, net</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,723,466</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,874,232</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net loss</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(45,195,015</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(85,966,141</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="-sec-ix-hidden: hidden-fact-124; -sec-ix-hidden: hidden-fact-123; font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Loss Per Share – basic and diluted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(0.86</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1.90</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> </table> 15723466 2874232 -45195015 -85966141 -0.86 -1.9 The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Ondas<br/> Autonomous<br/> Systems</b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 1, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">45,026,583</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Impairment loss</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(19,419,600</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,606,983</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill acquired</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,144,938</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,751,921</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 45026583 19419600 25606983 2144938 27751921 19419600 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 6 – INTANGIBLE ASSETS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The components of intangible assets, all of which are finite lived, were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="font-weight: bold; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Gross<br/> Carrying<br/> Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Accumulated<br/> Amortization</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Net<br/> Carrying<br/> Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Gross<br/> Carrying<br/> Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Accumulated<br/> Amortization</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Net<br/> Carrying<br/> Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Useful<br/> Life</td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 32%; text-indent: -9pt; padding-left: 9pt">Patents</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">117,810</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">(43,153</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">74,657</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">82,431</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">(27,331</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">55,100</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 7%; text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">Patents in process</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">142,239</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-125">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">142,239</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">119,760</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-126">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">119,760</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-127">N/A</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -9pt; padding-left: 9pt">Licenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">241,909</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(89,859</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">152,050</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">241,909</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(65,665</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">176,244</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-indent: -9pt; padding-left: 9pt">Software</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">211,411</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(167,412</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">43,999</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">161,284</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(84,682</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">76,602</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">3</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -9pt; padding-left: 9pt">Trademarks</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,230,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(776,235</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,453,765</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,230,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(453,242</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,776,758</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">FAA waiver</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,930,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,425,101</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,504,899</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,930,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(832,113</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,097,887</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">Developed technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">27,977,331</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,632,170</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,345,161</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">23,270,614</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,752,353</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">20,518,261</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">3 - 10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">Non-compete agreements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">840,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(840,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-128">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">840,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(840,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-129">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">1</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">Marketing-related assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">890,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(82,540</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">807,460</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-130">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-131">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-132">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt">Customer relationships</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,010,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(205,048</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">804,952</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">60,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(16,839</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">43,161</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt">5</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">40,590,700</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(9,261,518</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">31,329,182</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">33,935,998</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(5,072,225</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">28,863,773</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="text-align: center; padding-bottom: 4pt"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization expense for the year ended December 31, 2023 and 2022 was $4,147,092 and $3,570,090, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We recognized losses on intellectual property of $12,223 and $12,343 due to expiration of patent applications for the years ended December 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 was $900,000 in cash and 780,000 shares of the Company’s Common Stock (the “Ardenna Consideration Shares”). In connection of the acquisition, the parties entered into a Registration Rights and Lock-Up Agreement, which required the Company to file a resale registration statement covering the resale of the Ardenna Consideration Shares no later than ninety (90) days after the closing date and restricted the holder from transferring the Ardenna Consideration Shares for 180 days from the closing date, subject to certain exceptions. On April 5, 2022, the Company completed the acquisition. As a result of this transaction, the Company recognized developed technology in the amount of $6,843,600. The Company filed the registration statement Form S-3 on July 1, 2022, and it was declared effective on July 15, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 31, 2022, the Company entered into the asset purchase agreement with Field of View LLC, a North Dakota limited liability company. The total purchase consideration consisted of $250,000 of cash payable in monthly installments over twelve months, and $75,520 shares of the Company’s common stock, representing 16,000 shares (“FOV Consideration Shares”). The asset purchase agreement restricts the holder from transferring the FOV Consideration Shares for 180 days from the closing date, subject to certain exceptions. The Company acquired computer and research and development equipment amounting to $18,506 and intangibles for developed technology for $307,014. As of December 31, 2023, the cash was paid and equity was issued in full. As of December 31, 2022, cash paid amounted to $104,167, with the balance payable of $145,333 accounted for as accrued purchase consideration included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 19, 2022, Airobotics entered into an Asset Purchase Agreement, as amended, to acquire all of the intellectual property, technical systems, and operations of Iron Drone Ltd. (“Iron Drone”), an Israeli-based company specializing in the development of autonomous counter-drone systems (the “Iron Drone Transaction”). The consideration for the Iron Drone Transaction was (i) $135,000 in cash, (ii) 46,129 shares of the Company’s Common Stock, (iii) warrants exercisable for 26,553 shares of the Company’s Common Stock with an exercise price of $11.95, which shall be exercisable if, during the 48 month period following the closing, the average price per share of the Company’s Common Stock exceeds $52.38 for a period of at least 90 consecutive trading days, (iv) a right to acquire 35,377 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of the Company’s Common Stock exceeds $18.25 for a period of at least 90 consecutive trading days, and (v) a right to acquire 70,753 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of Company’s Common Stock exceeds $20.27 for a period of at least 90 consecutive trading days. On March 6, 2023, the Company completed the Iron Drone Transaction. The Company acquired intangibles for developed technology for $576,717. As of December 31, 2023, the cash was paid and equity was issued in full.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected amortization expense for the next five years for the intangible costs currently being amortized is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ending December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected<br/> Amortization</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,206,541</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,149,761</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,066,033</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2027</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,058,871</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2028</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,787,781</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Thereafter</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,060,195</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">31,329,182</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The components of intangible assets, all of which are finite lived, were as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="font-weight: bold; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Gross<br/> Carrying<br/> Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Accumulated<br/> Amortization</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Net<br/> Carrying<br/> Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Gross<br/> Carrying<br/> Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Accumulated<br/> Amortization</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Net<br/> Carrying<br/> Amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Useful<br/> Life</td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 32%; text-indent: -9pt; padding-left: 9pt">Patents</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">117,810</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">(43,153</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">74,657</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">82,431</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">(27,331</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">55,100</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 7%; text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">Patents in process</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">142,239</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-125">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">142,239</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">119,760</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-126">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">119,760</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><div style="-sec-ix-hidden: hidden-fact-127">N/A</div></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -9pt; padding-left: 9pt">Licenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">241,909</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(89,859</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">152,050</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">241,909</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(65,665</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">176,244</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-indent: -9pt; padding-left: 9pt">Software</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">211,411</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(167,412</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">43,999</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">161,284</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(84,682</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">76,602</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">3</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -9pt; padding-left: 9pt">Trademarks</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,230,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(776,235</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,453,765</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,230,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(453,242</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,776,758</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">FAA waiver</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,930,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,425,101</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,504,899</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,930,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(832,113</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,097,887</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">Developed technology</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">27,977,331</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,632,170</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,345,161</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">23,270,614</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,752,353</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">20,518,261</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">3 - 10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">Non-compete agreements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">840,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(840,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-128">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">840,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(840,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-129">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">1</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: -9pt; padding-left: 9pt">Marketing-related assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">890,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(82,540</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">807,460</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-130">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-131">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-132">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center">10</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt">Customer relationships</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,010,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(205,048</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">804,952</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">60,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(16,839</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">43,161</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt">5</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">40,590,700</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(9,261,518</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">31,329,182</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">33,935,998</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">(5,072,225</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">28,863,773</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="text-align: center; padding-bottom: 4pt"> </td></tr> </table> 117810 -43153 74657 82431 -27331 55100 P10Y 142239 142239 119760 119760 241909 -89859 152050 241909 -65665 176244 P10Y 211411 -167412 43999 161284 -84682 76602 P3Y 3230000 -776235 2453765 3230000 -453242 2776758 P10Y 5930000 -1425101 4504899 5930000 -832113 5097887 P10Y 27977331 -5632170 22345161 23270614 -2752353 20518261 P3Y P10Y 840000 -840000 840000 -840000 P1Y 890000 -82540 807460 P10Y 1010000 -205048 804952 60000 -16839 43161 P5Y 40590700 -9261518 31329182 33935998 -5072225 28863773 4147092 3570090 12223 12343 900000 780000 6843600 250000 75520 16000 18506 307014 104167 145333 The consideration for the Iron Drone Transaction was (i) $135,000 in cash, (ii) 46,129 shares of the Company’s Common Stock, (iii) warrants exercisable for 26,553 shares of the Company’s Common Stock with an exercise price of $11.95, which shall be exercisable if, during the 48 month period following the closing, the average price per share of the Company’s Common Stock exceeds $52.38 for a period of at least 90 consecutive trading days, (iv) a right to acquire 35,377 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of the Company’s Common Stock exceeds $18.25 for a period of at least 90 consecutive trading days, and (v) a right to acquire 70,753 shares of the Company’s Common Stock if during the 48 month period after the closing, the average price per share of Company’s Common Stock exceeds $20.27 for a period of at least 90 consecutive trading days. On March 6, 2023, the Company completed the Iron Drone Transaction. The Company acquired intangibles for developed technology for $576,717. <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected amortization expense for the next five years for the intangible costs currently being amortized is as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ending December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected<br/> Amortization</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,206,541</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,149,761</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,066,033</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2027</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,058,871</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2028</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,787,781</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Thereafter</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,060,195</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">31,329,182</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 4206541 4149761 4066033 4058871 3787781 11060195 31329182 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 7 – LONG-TERM EQUITY INVESTMENT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, American Robotics 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 15, 2022, Ondas Holdings irrevocably subscribed and agreed to purchase 3,357,958 shares of Series Seed Preferred Stock of Dynam for the aggregate price of $1,000,000 representing a subscription price of $0.2978 per share by way of a non-brokered private placement for approximately 8% ownership in Dynam. This brings Ondas Holdings investment in Dynam to 6,499,056 shares or approximately 19% ownership.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As of December 31, 2023, Dynam had ceased operations, and the Company recognized an impairment charge of $1,500,000, which is included in Operating expenses on the Consolidated Statements of Operations for the year ended December 31, 2023. As of December 31, 2023 and 2022 the long-term equity investment had a carrying value of $0 and $1,500,000, respectively. </p> 3141098 0.00001 500000 0.15918 0.11 3357958 1000000 0.2978 0.08 6499056 0.19 1500000 0 1500000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued expenses and other current liabilities consist of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued payroll and other benefits</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,423,709</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">390,698</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">D&amp;O insurance financing payable</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-133; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">516,619</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued professional fees</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">315,863</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">792,367</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued purchase consideration</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-134; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">145,833</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued interest</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">652,631</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">176,629</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other accrued expenses and payables</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">195,674</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,246,847</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total accrued expenses and other current liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,587,877</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,268,993</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued expenses and other current liabilities consist of the following:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued payroll and other benefits</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,423,709</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">390,698</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">D&amp;O insurance financing payable</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-133; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">516,619</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued professional fees</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">315,863</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">792,367</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued purchase consideration</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-134; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">145,833</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued interest</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">652,631</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">176,629</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other accrued expenses and payables</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">195,674</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,246,847</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total accrued expenses and other current liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,587,877</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,268,993</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 2423709 390698 516619 315863 792367 145833 652631 176629 195674 1246847 3587877 3268993 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 9 – LONG-TERM NOTES PAYABLE</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">2017 Convertible Promissory Note</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 14, 2017, the Company and an individual entered into a convertible promissory note with unilateral conversion preferences by the individual (the “2017 Convertible Promissory Note”). On July 11, 2018, the Company’s Board approved certain changes to the 2017 Convertible Promissory Note wherein the conversion feature was changed from unilateral to mutual between the individual and the Company. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, the total outstanding balance of the 2017 Convertible Promissory Note was $300,000. The maturity date of the 2017 Convertible Promissory 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, 2023 and 2022 was $26,844 and $40,965, respectively. Interest expense for both years ended December 31, 2023 and 2022 was $15,000.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">2022 Convertible Promissory Notes</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 28, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors pursuant to which we issued convertible notes (“2022 Convertible Promissory Notes”) in the principal amount of $34.5 million, with a debt discount of $4.5 million and issuance costs of $2.3 million. The net amount of proceeds to us from the 2022 Convertible Promissory Notes after deducting the placement agent’s fees and transaction expenses (issuance costs) were approximately $27,703,000. The Company intends to use the net proceeds of the 2022 Convertible Promissory Notes for general corporate purposes, including funding capital, expenditures, or the expansion of its business and providing working capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 20, 2023, the Company entered into an Amendment No. 1 to Securities Purchase Agreement (“Amended SPA”) to that certain Purchase Agreement. The Amended SPA amends the notes attached as exhibits to the Purchase Agreement. Amendment No.1 was accounted for as a modification of the Purchase Agreement,</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the terms of the Purchase Agreement, on January 20, 2023, the Company exchanged the 2022 Convertible Promissory Notes, on a dollar-for-dollar basis, into 3% Senior Convertible Notes Due 2024 (the “2022 Convertible Exchange Notes”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The 2022 Convertible Exchange Notes are identical in all material respects to the 2022 Convertible Promissory Notes, except that they (i) are issued pursuant to the Base Indenture (as defined below) and the First Supplemental Indenture (as defined below); (ii) have a maturity date of October 28, 2024; (iii) allow for the Acceleration of Installment Amounts (as defined in the 2022 Convertible Exchange Notes) not to exceed eight (8) times the Installment Amount (as defined in the 2022 Convertible Exchange Notes) with respect to the Installment Date (as defined in the 2022 Convertible Exchange Notes) related to the Current Acceleration (as defined in the 2022 Convertible Exchange Notes); and (iv) modify the Acceleration Conversion Price (as defined in the 2022 Convertible Exchange Notes).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The 2022 Convertible Exchange Notes were issued pursuant to the first supplemental indenture (the “First Supplemental Indenture”), dated as of January 20, 2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture supplements the indenture entered into by and between the Company and the Trustee, dated as of January 20, 2023 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Initial Indenture”). The Initial Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the 2022 Convertible Exchange Notes include those set forth in the Initial Indenture and those made part of the Initial Indenture by reference to the Trust Indenture Act.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 21, 2023, the Company entered into an agreement and waiver with the holder of the 2022 Convertible Exchange Notes (the “Agreement and Waiver,” together with the Purchase Agreement and Amended SPA, the “SPA”) that included (i) extending the Maturity Date to from October 28, 2024 to April 28, 2025; (ii) waive the last sentence of Section 8(e) of the Notes (such that last sentence of Section 8(e) of the Notes shall have no further force and effect) (the “Acceleration Waiver”); (iii) reduce the Conversion Price of the 2022 Convertible Exchange Notes to the lower of (A) the Conversion Price then in effect and (B) the greater of (x) the Floor Price (as defined in the Notes) then in effect and (y) 125% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately prior to the effective date; provided, that, in addition, during the period commencing on the effective date through and including September 30, 2023, the conversion price of the Notes, solely with respect to voluntary conversions of such aggregate Conversion Amount of the Notes not in excess of such aggregate Current Installment Amounts of such applicable period (or otherwise eligible to be converted in one or more Accelerations during such applicable period), shall be further lowered to the Installment Conversion Price (as defined in the Existing Note) in effect for the Installment Date (as defined in the Existing Note) of the Existing Note of July 3, 2023; (iv) to extend the Additional Closing Expiration Date to April 28, 2026; and (v) increase the aggregate principal amount of Notes issuable in one or more Additional Closings to $46,000,000. This agreement was accounted for as a modification.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A full summary of the Agreement and Waiver, including a full text of the related agreements, are available on the Current Report on Form 8-K filed with the SEC on July 28, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">   </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white">The 2022 Convertible Exchange Notes bear interest at the rate of 3% per annum. The 2022 Convertible Exchange Notes are payable in monthly installments beginning on November 1, 2022 through the maturity date of April 28, 2025 (each such date, an “Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable “Installment Amount” (as defined below) into shares of our Common Stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments can be requested in cash. For the year ended December 31, 2023 and 2022, we issued 14,028,022 and 415,161 common shares as a result of Installment Conversion, respectively. At each Installment Date the note holder may defer some or all of the amount due until the subsequent Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due. At each Installment Date the price used to exchange outstanding notes into Common Stock is based on the lower of (A) 92% of the lowest VWAP of the respective previous five trading days; and (B) the Floor Price ($0.32 as of December 31, 2023). The maximum conversion price is $1.50 per share.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The “Installment Amount” will equal:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.5in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(i)</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">for all Installment Dates other than the maturity date, the lesser of (x) the Holder Pro Rata Amount of $1,437,500 and (y) the principal amount then outstanding under the Note; and</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 1in; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top; text-align: justify"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.5in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(ii)</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">on the maturity date, the principal amount then outstanding under the Note.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Each month, the note holders may accelerate a portion of the note due up to eight times the minimum Installment Amount of $1,437,500.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Additional Notes</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 24, 2023, pursuant to the terms of the Purchase Agreement, as amended, an Investor elected to purchase 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million (the “2023 Additional Notes,” together with the 2022 Convertible Exchange Notes, the “Notes”), which 2023 Additional Notes are convertible into shares of Common Stock under certain conditions more fully described in the 2023 Additional Notes. The 2023 Additional Notes have an original issue discount of approximately thirteen percent (13%) resulting in gross proceeds to the Company of $10.0 million. The Company currently intends to use the net proceeds for general corporate purposes, which includes funding capital expenditures and working capital. The 2023 Additional Notes have a maturity date of July 25, 2025. The 2023 Additional Notes were issued pursuant to the second supplemental indenture, dated as of July 25, 2023, between the Company and the Trustee (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Second Indenture”). The Second Supplemental Indenture supplements the Base Indenture. The Second Indenture has been qualified under the Trust Indenture Act of 1939, and the terms of the Additional Notes include those set forth in the Second Indenture and those made part of the Indenture by reference to the Trust Indenture Act.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The 2023 Additional Notes bear interest at the rate of 3% per annum. The 2023 Additional Notes are payable in monthly installments beginning on August 1, 2023 through the maturity date of July 24, 2025 (each such date, an “Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable Installment Amount (as defined above under the 2022 Convertible Exchange Notes) into shares of our Common Stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments can be requested in cash. For the year ended December 31, 2023, we made no cash payments and issued no common shares as a result of Installment Conversion. At each Installment Date the note holder may defer some or all of the amount due until the subsequent Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due. At each Installment Date the price used to exchange outstanding notes into Common Stock is based on the greater of (x) the Floor Price ($0.40 as of December 31, 2023) and (y) 92% of the lowest VWAP of the prospective five trading days. The maximum conversion price is $1.45 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 25, 2023, the 2023 Additional Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252571) filed with the SEC on January 29, 2021 (as such registration statement became effective on February 5, 2021. On July 25, 2023, the Company filed a prospectus supplement with the SEC in connection with the sale and issuance of the 2023 Additional Notes. Oppenheimer &amp; Co. Inc. served as the sole placement agent for the transaction pursuant to the terms of a placement agent agreement, dated October 26, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023, the total outstanding principal on the 2022 Convertible Exchange Notes and 2023 Additional Notes was $28,504,661, net of debt discount and issuance costs of $2,360,129. As of December 31, 2022, the total outstanding principal on the 2022 Convertible Promissory Notes was $30,048,135, net of debt discount and issuance costs of $3,251,865. Accrued interest as of December 31, 2023 and 2022 was $652,631 and $176,629, respectively, and is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white">For the year ended December 31, 2023, we recognized interest expense of $1,027,480, amortization expense of $2,070,390 related to the debt discount, and amortization expense of $1,069,388 related to the issuance costs for the 2022 Convertible Exchange Notes and 2023 Additional Notes. For the year ended December 31, 2022, we recognized interest expense of $176,629, amortization expense of $2,358,871 related to the debt discount, and amortization expense of $1,186,972 related to the issuance costs for the 2022 Convertible Exchange Notes. The remaining unamortized debt discount of $1,570,739 and issuance costs of $789,390 as of December 31, 2023 will be amortized via the effective interest method under ASC 835. Interest expense and amortization expense of the debt discount and issuance costs are included in Interest expense on the Consolidated Statements of Operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Government Grant Liability</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Airobotics has received grants from the Israel Innovation Authority (“IIA”) to finance its research and development programs in Israel, through which Airobotics received IIA participation payments in the aggregate amount of $3.1 million through December 31, 2023. All of these are royalty-bearing grants. In return, Airobotics is committed to pay IIA royalties at a rate of 3% of future sales of the developed products, up to 100% of the amounts of grants received plus interest at LIBOR. Through December 31, 2023, approximately $460,000 in royalties have been paid to the IIA. The Company’s royalty liability to the IIA as of December 31, 2023, including grants received by Airobotics and the associated LIBOR interest on all such grants, was $2,749,704. The increase in fair value of the government grant liability, including LIBOR interest expense accrued, was $427,208 for the period of January 24, 2023 - December 31, 2023, which is included in Other income (expense), net on the Consolidated Statements of Operations.</span></p> 0.20 50000000 300000 300000 The maturity date of the 2017 Convertible Promissory Note is based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the Note is paid. 26844 40965 15000 34500000 4500000 2300000 27703000 0.03 1.25 46000000 0.03 November 1, 2022 through the maturity date of April 28, 2025 1.5 500000 14028022 415161 0.92 0.32 1.5 1437500 1437500 0.03 11500000 0.13 10000000 0.03 1.5 500000 0.4 0.92 1.45 28504661 2360129 30048135 3251865 652631 176629 1027480 2070390 1069388 176629 2358871 1186972 1570739 789390 3100000 0.03 1 460000 2749704 427208 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 10 – STOCKHOLDERS’ EQUITY</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Common Stock</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, the Company had 300,000,000 and 116,666,667 shares of Common Stock authorized for issuance, respectively, of which 61,940,878 and 44,108,661 shares of our Common Stock were issued and outstanding, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">   </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Preferred Stock</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, 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,” together with the Series A Preferred, the “Preferred Shares”) shares. As of December 31, 2023 and 2022, the Company had <span style="-sec-ix-hidden: hidden-fact-137"><span style="-sec-ix-hidden: hidden-fact-138">no</span></span> preferred stock outstanding.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Form S-3</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 29, 2021, the Company filed a shelf Registration Statement on Form S-3 for up to $150,000,000 with the SEC (the “Prior 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 Prior Form S-3 was declared effective by the SEC on February 5, 2021. In accordance with SEC rules, the Prior Form S-3 expired on February 5, 2024, the three-year anniversary of the date on which it was declared effective.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 2, 2024, the Company initially filed with the SEC a new shelf Registration Statement on Form S-3 for up to $175,000,000, which represents $150,000,000 under the Prior Form S-3 and an additional $25,000,000 (the “New 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 New Form S-3 was declared effective by the SEC on February 15, 2024.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">ATM Offering</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 22, 2022, the Company, entered into an Equity Distribution Agreement (the “ATM Agreement”) with Oppenheimer (the “Sales Agent”). Pursuant to the terms of the ATM Agreement, the Company may offer and sell (the “ATM Offering”) from time to time through the Sales Agent, as the Company’s sales agent, up to $50 million of shares of Common Stock, (the “ATM Shares”). Sales of the ATM Shares, if any, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Sales Agent is not required to sell any specific number or dollar amount of ATM Shares but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, and regulations and the rules of Nasdaq, on mutually agreed terms between the Sales Agent and the Company. The Sales Agent will receive from the Company a commission of 3.0% of the gross proceeds from the sales of ATM Shares by the Sales Agent pursuant to the terms of the ATM Agreement. Net proceeds from the sale of the ATM Shares will be used for general corporate purposes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 26, 2022, Ondas entered into Amendment No. 1 to the Equity Distribution Agreement with the Sales Agent (“Amendment No. 1”). Amendment No. 1 provides for the reduction of the aggregate offering price from up to $50 million to up to $40 million of shares of its Common Stock. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The offering of ATM Shares pursuant to the ATM Agreement will terminate upon the earliest of (i) the sale of all ATM Shares subject to the ATM Agreement, and (ii) the termination of the ATM Agreement pursuant to its terms.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The ATM Shares are issued pursuant to the Prior Form S-3 and the prospectus supplement thereto dated March 22, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, the Company sold 864,674 ATM Shares through the Sales Agent at an average of $7.13 with the net proceeds of $6.1 million. In connection with the sale of these ATM Shares, the compensation paid by the Company to the Sales Agent was $227,118. There were no shares sold during the year ended December 31, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 11, 2023, the Company and the Sales Agent, mutually agreed to terminate the ATM Agreement. As a result, the Company suspended and terminated the prospectus related to the Company’s Common Stock issuable pursuant to the terms of the ATM Agreement, as amended (the “ATM Prospectus”). The termination of the ATM Agreement, as amended and ATM Prospectus is effective as of July 11, 2023, at which time the Company expensed the remaining deferred offering costs outstanding of $145,293 related to the ATM Agreement, as amended.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Stock Issued for Convertible Debt</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company issued 14,028,022 shares of its Common Stock during the year ended December 31, 2023 to the lenders in lieu of cash payments for $268,987 of outstanding interest and $9,580,300 of outstanding principal on the 2022 Convertible Exchange Notes (See Note 9 – Long-term Notes Payable for further details).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company issued 415,161 shares of its Common Stock during the year ended December 31, 2022 to the lenders in lieu of cash payments for $93,147 of outstanding interest and $1,106,853 of outstanding principal on the 2022 Convertible Promissory Notes (See Note 9 – Long-term Notes Payable for further details).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Warrants to Purchase Common Stock</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We use the Black-Scholes-Merton option model (the “Black-Scholes Model”) to determine the fair value of warrants to purchase Common Stock of the Company. The Black-Scholes Model is an acceptable model in accordance with U.S GAAP. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the warrant.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the warrants. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available over a period equal to the expected life of the awards. We used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 23, 2023, the Company issued warrants to purchase an aggregate of 586,440 shares of Common Stock with exercise prices ranging from $9.26 to $12.35 per share, resulting in a weighted average exercise price of $9.95 per share, as consideration in the acquisition of Airobotics.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 21, 2023 and August 11, 2023, the Company issued warrants to purchase an aggregate of 7,825,792 and 2,374,208 shares of Common Stock in Ondas Holdings, respectively, with an exercise price of $0.89 per share, in connection with the sale of redeemable preferred stock in Ondas Networks. See Note 11 – Redeemable Noncontrolling Interest.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The assumptions used in the Black-Scholes Model are set forth in the table below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, <br/> 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock price</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.14-2.00</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Risk-free interest rate</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.09-4.70%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Volatility</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="white-space: nowrap; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">50.64-55.34%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected life in years</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.12-5.00</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividend yield</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.00%</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of our Warrants activity and related information follows:</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Number of Shares Under Warrant</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted Average Exercise Price</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted <br/> Average <br/> Remaining <br/> Contractual <br/> Life</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif; width: 65%; padding-left: 9pt; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 1, 2022</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,305,854</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 8%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8.53</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.20</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.25in; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expired</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,404,052</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.75</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2022</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,901,802</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.63</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.47</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.25in; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10,786,440</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.38</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.25in; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expired</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(122,150</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12.35</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,566,092</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.22</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.71</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Equity Incentive Plan</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 of the Board of the Company (the “Compensation Committee”). Subject to the provisions of the 2018 Plan, the Board and/or the Compensation 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”). As of December 31, 2023, the balance available to be issued under the 2018 Plan was 1,052,373.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">   </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At the 2021 Annual Meeting of Stockholders of the Company held on November 5, 2021, stockholders of the Company approved, among other matters, the Ondas Holdings Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The Compensation Committee of the Board of Directors of the Company adopted the 2021 Plan on September 30, 2021, subject to stockholder approval. The purpose of the 2021 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 2021 Plan provides for the issuance of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. On October 31, 2023, stockholders of the Company approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Common Stock authorized for issuance under the 2021 Plan from 6,000,000 to 8,000,000 shares. As of December 31, 2023, the balance available to be issued under the 2021 Plan was 3,780,741.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Stock Options to Purchase Common Stock</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company awards stock options to certain employees, directors, and consultants, which represent the right to purchase common shares on the date of exercise at a stated exercise price. Stock options granted to employees generally vest over a two to four-year period and are contingent on ongoing employment. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period. Stock options granted to consultants are subject to the attainment of pre-established performance conditions. The actual number of shares subject to the award is determined at the end of the performance period and may range from zero to 100% of the target shares granted depending upon the terms of the award. Compensation expenses related to these awards is recognized when the performance conditions are satisfied.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 23, 2023, in connection with the acquisition of Airobotics, the Company granted stock options to purchase 1,064,946 shares of Common Stock, of which 773,244 options were vested and the remaining 291,702 vest monthly through November 13, 2025. As of the January 23, 2023, the vested options had a weighted average contractual remaining life of approximately 4.39 years, an exercise price ranging from $0.49 to $224.92 per share, resulting in a weighted average exercise price of $3.94 per share, and a grant date fair value ranging from $0 to $1.48 per share. As of the January 23, 2023, the unvested options have a weighted average contractual remaining life of approximately 2.06 years, an exercise price ranging from $0.49 to $24.70 per share, resulting in a weighted average exercise price of $4.33 per share, and a grant date fair value ranging from $0 to $1.47 per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 9, 2023, the Compensation Committee granted an aggregate of 317,625 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 16, 2023, the Compensation Committee granted an aggregate of 1,793,000 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 16, 2023, the Compensation Committee also granted an aggregate of 31,250 stock options to purchase shares of the Company’s Common Stock to certain non-employees. 6,250 stock options vested on the grant date, and 25,000 vest on December 31, 2023. They are included in compensation expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On November 29, 2023, the Compensation Committee granted an aggregate of 244,500 stock options to purchase shares of the Company’s Common Stock to certain employees. The stock options vest over a four-year period and are contingent on ongoing employment. They are included in compensation expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The assumptions used in the Black-Scholes Model are set forth in the table below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock price</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.24 – $2.06</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.81 – $6.55</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Risk-free interest rate</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.61 – 4.82%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.82 – 3.95%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Volatility</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">49.83 – 58.92%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">46.42 – 48.96%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected life in years</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.12 – 6.25</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.80 – 6.30</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 72%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividend yield</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; width: 11%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.00%</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; width: 11%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.00%</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of our Option activity and related information follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Number of Shares Under Option</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted Average Exercise Price</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted <br/> Average <br/> Remaining <br/> Contractual <br/> Life</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 1, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">687,448</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.79</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8.20</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,094,000</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.17</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercised</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(31,057</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.09</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Forfeited</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(168,105</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.77</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Canceled</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(170,000</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.43</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,412,286</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.77</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.58</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,451,321</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.63</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercised</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(89,042</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.49</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Forfeited</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(673,292</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.90</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Canceled</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(246,766</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.03</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,854,507</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.59</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.34</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested and Exercisable as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,118,648</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.62</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.19</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023, total unrecognized compensation expense related to non-vested Options was $1,833,389 which is expected to be recognized over a weighted-average period of 2.76 years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total stock-based compensation expense for stock options for the years ended December 31, 2023 and 2022 is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">General and administrative</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">343,371</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">536,269</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Sales and marketing</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">523,798</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">509,789</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Research and development</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">223,513</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">720,554</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cost of goods sold</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">50,341</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total stock-based expense related to options</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,141,023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,766,612</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Restricted Stock Units</i>  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company awards Restricted Stock Units (“RSUs”) to certain employees and directors, which represent a right to receive common stock for each RSU that vests. Compensation expenses related to these awards is recognized straight-line over the applicable vesting period.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 9, 2022, the Compensation Committee approved the grant of 13,900 RSUs to three employees. The RSUs vest in two successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 19, 2022, the Compensation Committee approved the grant of 162,160 RSUs to directors. The RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the <span style="background-color: white">first day of the next calendar quarter</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 9, 2023, the Compensation Committee approved the grant of 3,000 RSUs to an employee. The RSUs vest in two successive equal annual installments with the first vesting date commencing on the first anniversary of the award date and are contingent on continuing employment.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 9, 2023, the Compensation Committee also approved the grant of 69,000 RSUs to three employees. The RSUs vest as follows: 20% on September 13, 2023, 40% on January 10, 2024, and 40% on February 21, 2024 and are contingent on continuing employment.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 6, 2023, the Compensation Committee approved the grant of 180,000 RSUs to three employees, which vested in July 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 31, 2023, the Compensation Committee approved the grant of 473,682 RSUs to directors. The RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the <span style="background-color: white">first day of the next calendar quarter</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of our RSUs activity and related information follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">RSUs</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted Average Grant Date Fair Value</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted <br/> Average <br/> Vesting Period (Years)</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unvested balance at January 1, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,431,922</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12.12</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.5</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">190,860</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.52</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(512,755</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8.06</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Canceled</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-135; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-136; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unvested balance at December 31, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,110,027</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.89</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.52</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">722,682</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.66</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(823,143</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.00</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Canceled</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(455,100</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.41</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unvested balance at December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">554,466</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.14</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.66</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In 2023, three employees with RSUs separated from the Company. As part of their separation agreements, the employees were granted accelerated vesting on some of their restricted stock unit awards, which was accounted for as a modification of their awards. The result of the modification was a reversal of approximately $1,184,000 of previously recognized stock-based compensation expense during the year ended December 31, 2023. Total stock-based compensation expense for RSUs for the years ended December 31, 2023 and 2022 is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">General and administrative</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(152,814</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,259,648</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Sales and marketing</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">90,899</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,632</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Research and development</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(31,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">806,543</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total stock-based expense related to RSUs</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(93,625</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,090,823</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 300000000 116666667 61940878 44108661 44108661 44108661 10000000 10000000 0.0001 0.0001 5000000 5000000 5000000 5000000 150000000 175000000 150000000 25000000 50000000 0.03 50000000 40000000 864674 7.13 6100000 227118 145293 14028022 268987 9580300 415161 93147 1106853 586440 9.26 12.35 9.95 7825792 2374208 0.89 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The assumptions used in the Black-Scholes Model are set forth in the table below.</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, <br/> 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock price</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.14-2.00</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Risk-free interest rate</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.09-4.70%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Volatility</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="white-space: nowrap; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">50.64-55.34%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected life in years</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.12-5.00</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 88%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividend yield</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.00%</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock price</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.24 – $2.06</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.81 – $6.55</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Risk-free interest rate</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.61 – 4.82%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.82 – 3.95%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Volatility</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">49.83 – 58.92%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">46.42 – 48.96%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected life in years</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.12 – 6.25</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.80 – 6.30</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 72%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividend yield</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; width: 11%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.00%</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; white-space: nowrap; width: 11%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.00%</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> 1.14 2 0.0409 0.047 0.5064 0.5534 P0Y1M13D P5Y 0 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of our Warrants activity and related information follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Number of Shares Under Warrant</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted Average Exercise Price</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted <br/> Average <br/> Remaining <br/> Contractual <br/> Life</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif; width: 65%; padding-left: 9pt; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 1, 2022</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,305,854</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 8%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8.53</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.20</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.25in; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expired</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,404,052</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9.75</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2022</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,901,802</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.63</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.47</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.25in; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">10,786,440</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.38</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.25in; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expired</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(122,150</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12.35</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt; text-indent: -9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,566,092</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.22</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.71</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 3305854 8.53 P5Y2M12D 1404052 9.75 1901802 7.63 P7Y5M19D 10786440 1.38 122150 12.35 12566092 2.22 P4Y8M15D 3333334 1052373 6000000 8000000 3780741 0 1 1064946 773244 291702 0.49 224.92 3.94 0 1.48 317625 1793000 31250 6250 25000 244500 1.24 2.06 3.81 6.55 0.0361 0.0482 0.0182 0.0395 0.4983 0.5892 0.4642 0.4896 P0Y1M13D P6Y3M P5Y9M18D P6Y3M18D 0 0 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of our Option activity and related information follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Number of Shares Under Option</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted Average Exercise Price</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted <br/> Average <br/> Remaining <br/> Contractual <br/> Life</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of January 1, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">687,448</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.79</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8.20</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,094,000</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.17</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercised</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(31,057</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.09</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Forfeited</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(168,105</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.77</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Canceled</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(170,000</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.43</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,412,286</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.77</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.58</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,451,321</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.63</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercised</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(89,042</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.49</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Forfeited</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(673,292</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.90</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Canceled</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(246,766</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.03</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Balance as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,854,507</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.59</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.34</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested and Exercisable as of December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,118,648</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.62</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.19</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 687448 6.79 P8Y2M12D 2094000 5.17 31057 2.09 168105 2.77 170000 6.43 2412286 5.77 P7Y6M29D 3451321 3.63 89042 0.49 673292 3.9 246766 6.03 4854507 4.59 P7Y4M2D 2118648 6.62 P5Y2M8D 1833389 P2Y9M3D <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total stock-based compensation expense for stock options for the years ended December 31, 2023 and 2022 is as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">General and administrative</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">343,371</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">536,269</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Sales and marketing</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">523,798</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">509,789</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Research and development</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">223,513</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">720,554</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cost of goods sold</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">50,341</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total stock-based expense related to options</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,141,023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,766,612</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table>Total stock-based compensation expense for RSUs for the years ended December 31, 2023 and 2022 is as follows:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">General and administrative</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(152,814</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,259,648</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Sales and marketing</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">90,899</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,632</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Research and development</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(31,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">806,543</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total stock-based expense related to RSUs</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(93,625</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,090,823</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 343371 536269 523798 509789 223513 720554 50341 1141023 1766612 13900 162160 3000 69000 The RSUs vest as follows: 20% on September 13, 2023, 40% on January 10, 2024, and 40% on February 21, 2024 and are contingent on continuing employment. 180000 473682 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of our RSUs activity and related information follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">RSUs</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted Average Grant Date Fair Value</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Weighted <br/> Average <br/> Vesting Period (Years)</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unvested balance at January 1, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,431,922</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12.12</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.5</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">190,860</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.52</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(512,755</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8.06</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Canceled</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-135; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-136; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unvested balance at December 31, 2022</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,110,027</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6.89</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.52</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">722,682</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.66</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(823,143</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.00</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Canceled</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(455,100</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7.41</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-indent: -9pt; padding-left: 9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unvested balance at December 31, 2023</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">554,466</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.14</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.66</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 1431922 12.12 P2Y6M 190860 2.52 512755 8.06 1110027 6.89 P1Y6M7D 722682 0.66 823143 5 455100 7.41 554466 1.14 P0Y7M28D 1184000 -152814 3259648 90899 24632 -31710 806543 -93625 4090823 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 11 – REDEEMABLE NONCONTROLLING INTEREST</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 9, 2023, Ondas Networks entered into a Preferred Stock Purchase Agreement with an initial purchaser named therein (the “Initial Purchaser”) to purchase preferred stock of Ondas Networks, $0.00001 par value per share (the “Networks Preferred Stock”) and the issuance of warrants to purchase 10,200,000 shares of Ondas Holdings (the “Original Networks Agreement”).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $34.955 per share (the “2023 Original Issue Price”). Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the 2023 Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock (as defined below) as is determined by dividing the 2023 Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $34.955. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. The Networks Preferred Stock can be redeemed at the request of the holder at any time after the fifth anniversary for the greater of two times the initial investment plus accrued dividends or the amount that would be due if the Networks Preferred Stock was converted into Networks Common Stock as described above.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 21, 2023, Ondas Networks entered into a certain Amendment to Preferred Stock Purchase Agreement (the “Networks Amendment,” together with the Original Networks Agreement, the “2023 Networks Agreement”). Pursuant to the Networks Amendment, in exchange for an initial sale of shares of Networks Preferred Stock, the Initial Purchaser acquired the following (the “Initial Networks Closing”), for gross proceeds to Ondas Networks of $11,508,517: (i) 329,238 shares of Networks Preferred Stock, at a purchase price of $34.955 per share (the “Per Share Price”), convertible into shares of Common Stock of Ondas Networks, $0.00001 par value per share (the “Networks Common Stock”) and (ii) warrants to purchase 7,825,792 shares of the Company Common Stock, at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Initial Warrants”). Also, pursuant to the Networks Amendment, the Initial Purchaser agreed to purchase, and Ondas Networks agreed to sell and issue to the Initial Purchaser, an additional 99,885 shares of Networks Preferred Stock, at the Per Share Price (the “Second Initial Purchaser Closing”) and warrants to purchase 2,374,208 shares of Company Common Stock, at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Second Initial Purchaser Warrants”), within thirty days of the Initial Networks Closing.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Networks will use the proceeds from the sale of the Networks Preferred Stock for working capital and other general corporate purposes, including fees related to the transactions contemplated by the 2023 Networks Agreement. No portion of the proceeds will be distributed to the Company.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Also on July 21, 2023, Ondas Networks completed the Initial Networks Closing. In connection with the Initial Networks Closing, the Company issued the Initial Warrants. Also, in connection with the Initial Closing, the parties entered into an indemnification agreement, investors’ rights agreement, right of first refusal agreement, and voting agreement. Forms of each of these agreements are attached to Exhibit 10.1 to Form 8-K filed on July 28, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 11, 2023, Ondas Networks completed the Second Initial Purchaser Closing. In connection with the Second Initial Purchaser Closing, the Company issued Second Initial Purchaser Warrants. Following the Second Initial Purchaser Closing, the Initial Purchaser has invested an aggregate of $15.0 million and owns a minority interest of approximately 28% of Ondas Networks.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company assessed the Networks Preferred Stock in accordance with ASC 480 and determined that it should be recorded as temporary equity and not as a liability. The initial valuation was assigned to the Networks Preferred Stock and the Initial Warrants and Second Initial Purchaser Warrants on relative fair values, with the initial valuation of the noncontrolling interest being $10,406,949 and warrants being $4,593,051. It is being accreted using the effective interest rate method over the five-year period to achieve the redemption value of $30,000,000 plus accrued dividends. The Company recorded accrued dividends of $512,207 and accretion of $1,001,538 for the year ended December 31, 2023.</span></p> 0.00001 10200000 0.08 34.955 34.955 11508517 329238 34.955 0.00001 7825792 0.89 99885 2374208 0.89 15000000 0.28 10406949 4593051 30000000 512207 1001538 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 12 – SEGMENT INFORMATION</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 Ondas Autonomous Systems, which only includes the results of American Robotics for the year ended December 31, 2022, as the CODM reviews financial information for these two businesses separately. The Company has no inter-segment sales. The following table presents segment information for years ended December 31, 2023 and 2022: </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.125in; text-indent: -0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="10" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ended</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="10" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ended</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.125in; text-indent: -0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="10" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="10" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, 2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.125in; text-indent: -0.125in; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas<br/> Networks</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas<br/> Autonomous<br/> Systems</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas<br/> Networks</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas<br/> Autonomous<br/> Systems</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 28%; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue, net</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,722,230</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,969,200</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,931,677</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">194,140</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation and amortization</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142,866</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,849,059</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,991,925</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142,635</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,876,913</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,019,548</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest income</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">119,200</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,674</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">123,874</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,771</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,771</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,542</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest expense</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,106,416</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,048,343</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,154,759</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,888,349</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,873,349</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,761,698</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock based compensation</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,111,256</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(63,858</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,047,398</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,188,217</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,669,218</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,857,435</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill impairment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,419,600</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,419,600</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Benefit from income taxes</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-139; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-140; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-141; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-142; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-143; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-144; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net loss</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(17,285,494</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(27,559,378</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(44,844,872</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(14,361,407</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(58,880,398</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(73,241,805</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-145; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,751,921</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,751,921</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-146; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,606,983</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,606,983</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Capital expenditure</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">79,208</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">131,827</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">211,035</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">97,853</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,783,047</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,880,900</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total assets</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,272,162</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">72,892,520</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">92,164,682</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">34,227,117</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">63,718,128</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">97,945,245</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 2 The following table presents segment information for years ended December 31, 2023 and 2022:<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.125in; text-indent: -0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="10" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ended</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="10" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Year Ended</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.125in; text-indent: -0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="10" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, 2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="10" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, 2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0.125in; text-indent: -0.125in; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas<br/> Networks</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas<br/> Autonomous<br/> Systems</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas<br/> Networks</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas<br/> Autonomous<br/> Systems</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 28%; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Revenue, net</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,722,230</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,969,200</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">15,691,430</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,931,677</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">194,140</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,125,817</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation and amortization</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142,866</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,849,059</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,991,925</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142,635</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,876,913</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,019,548</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest income</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">119,200</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,674</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">123,874</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,771</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,771</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,542</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest expense</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,106,416</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,048,343</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,154,759</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,888,349</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,873,349</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,761,698</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock based compensation</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,111,256</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(63,858</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,047,398</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,188,217</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,669,218</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,857,435</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill impairment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,419,600</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,419,600</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Benefit from income taxes</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-139; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-140; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-141; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-142; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-143; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-144; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net loss</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(17,285,494</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(27,559,378</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(44,844,872</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(14,361,407</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(58,880,398</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(73,241,805</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-145; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,751,921</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,751,921</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-146; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,606,983</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,606,983</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Capital expenditure</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">79,208</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">131,827</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">211,035</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">97,853</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,783,047</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,880,900</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: -0.125in; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total assets</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,272,162</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">72,892,520</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">92,164,682</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">34,227,117</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">63,718,128</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">97,945,245</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 6722230 8969200 15691430 1931677 194140 2125817 142866 4849059 4991925 142635 3876913 4019548 119200 4674 123874 12771 12771 25542 2106416 2048343 4154759 1888349 1873349 3761698 1111256 -63858 1047398 1188217 4669218 5857435 19419600 19419600 -17285494 -27559378 -44844872 -14361407 -58880398 -73241805 27751921 27751921 25606983 25606983 79208 131827 211035 97853 2783047 2880900 19272162 72892520 92164682 34227117 63718128 97945245 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 13 – INCOME TAXES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The provision (benefit) from income taxes was as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td colspan="5" style="border-bottom: Black 1.5pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31,</b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Current</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">U.S. Federal</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="-sec-ix-hidden: hidden-fact-147; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="-sec-ix-hidden: hidden-fact-148; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">State and local</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-149; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-150; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-151; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-152; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">U.S. Federal</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-153; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-154; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">State and local</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-155; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-156; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-157; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-158; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">U.S. Federal</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-159; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-160; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">State and local</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-161; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-162; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-163; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-164; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred Tax Assets:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tax benefit of net operating loss carry-forward</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,608,641</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,478,875</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">336,802</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">96,363</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock based compensation</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">223,047</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">949,089</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">183,361</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">91,639</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory reserve</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,962</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,321</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Investment impairment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">448,289</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-165; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,910,688</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">827,607</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">R&amp;D capitalization</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,793,631</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,683,784</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">R&amp;D credit</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">751,488</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">751,488</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,446,535</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-166; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total deferred tax assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">76,732,444</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">35,906,166</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred Tax Liabilities:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-167; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,078</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intangibles</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,450,630</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(5,885,385</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred rent</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,379,646</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(798,745</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total deferred tax liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(7,830,276</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,687,208</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total net deferred tax assets</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">68,902,168</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,218,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Valuation allowance for deferred tax assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(68,902,168</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(29,218,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred tax assets, net of valuation allowance</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-168; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-169; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The change in the Company’s valuation allowance is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Beginning of the year</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,218,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,528,920</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Change in valuation account</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">39,683,210</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,690,038</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">End of the year</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">68,902,168</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,218,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years Ended <br/> December 31,</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2023</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2022</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">U.S. federal statutory rate</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 8%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(21.0</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 2%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 8%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(21.0</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 2%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Federal true ups</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.88</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.40</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">State taxes, net of federal benefit</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(4.86</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(7.61</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Change in valuation allowance</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24.24</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20.06</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill Impairment</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-170; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.57</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock compensation</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><div style="-sec-ix-hidden: hidden-fact-171">0<span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">.94</span></div></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.02</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Foreign rate differential</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(0.35</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-172; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Nondeductible expenses</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.06</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.56</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective income tax rate</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-173; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-174; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective with the issuance of redeemable preferred stock on July 21, 2023, Ondas Networks will not be a member of the Company consolidated US tax filing.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had Federal NOLs of approximately $1 million and $15 million generated in 2007 to 2017 which will begin to expire in 2027 through 2037. Additionally, as of December 31, 2023 and December 31, 2022, the Company and Ondas Networks, respectively, had Federal NOLs of $59 million and $50 million, and of $42 million and $44 million, generated in 2018 through 2023 that have no expiration. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had State NOLs available to offset future taxable income of $43 million and $92 million, and of $35 million and $72 million expiring from 2038 through 2043. As of December 31, 2023 and 2022, the Company and Ondas Networks, respectively, had approximately $0 and $752,000, and $0 and $752,000, of Federal research and development credits available to offset future tax liability expiring from 2038 through 2040. As of December 31, 2023 and December 31, 2022, the Company had approximately $127 million and $0 of Israeli NOL’s. The Company’s Federal income tax returns for the 2020 to 2022 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. The Company’s Israeli income tax returns for the 2019 to 2022 tax years remain open to examination.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. </span></p> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The provision (benefit) from income taxes was as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td colspan="5" style="border-bottom: Black 1.5pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31,</b></span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Current</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">U.S. Federal</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="-sec-ix-hidden: hidden-fact-147; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="-sec-ix-hidden: hidden-fact-148; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">State and local</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-149; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-150; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-151; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-152; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">U.S. Federal</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-153; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-154; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">State and local</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-155; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-156; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-157; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-158; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">U.S. Federal</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-159; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-160; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt; padding-left: 0.125in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">State and local</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-161; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-162; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-163; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-164; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred Tax Assets:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tax benefit of net operating loss carry-forward</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62,608,641</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,478,875</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">336,802</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">96,363</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock based compensation</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">223,047</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">949,089</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">183,361</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">91,639</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Inventory reserve</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,962</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,321</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Investment impairment</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">448,289</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-165; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Operating lease liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,910,688</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">827,607</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">R&amp;D capitalization</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,793,631</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,683,784</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">R&amp;D credit</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">751,488</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">751,488</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,446,535</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: hidden-fact-166; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total deferred tax assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">76,732,444</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">35,906,166</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred Tax Liabilities:</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-167; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,078</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intangibles</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,450,630</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(5,885,385</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred rent</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,379,646</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(798,745</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total deferred tax liabilities</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(7,830,276</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,687,208</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total net deferred tax assets</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">68,902,168</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,218,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Valuation allowance for deferred tax assets</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(68,902,168</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(29,218,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred tax assets, net of valuation allowance</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-168; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="-sec-ix-hidden: hidden-fact-169; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 62608641 27478875 336802 96363 223047 949089 183361 91639 29962 27321 448289 1910688 827607 8793631 5683784 751488 751488 1446535 76732444 35906166 3078 6450630 5885385 1379646 798745 7830276 6687208 68902168 29218958 68902168 29218958 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The change in the Company’s valuation allowance is as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Years Ended <br/> December 31,</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Beginning of the year</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,218,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,528,920</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Change in valuation account</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">39,683,210</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,690,038</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">End of the year</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">68,902,168</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="font: 10pt Times New Roman, Times, Serif; border-bottom: Black 4pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,218,958</span></td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 4pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 29218958 14528920 39683210 14690038 68902168 29218958 <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows:</span><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="6" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Years Ended <br/> December 31,</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2023</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2022</b></span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif; width: 76%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">U.S. federal statutory rate</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 8%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(21.0</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 2%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 8%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(21.0</span></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 2%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Federal true ups</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.88</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.40</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">State taxes, net of federal benefit</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(4.86</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(7.61</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Change in valuation allowance</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24.24</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20.06</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill Impairment</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-170; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5.57</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock compensation</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><div style="-sec-ix-hidden: hidden-fact-171">0<span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">.94</span></div></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.02</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Foreign rate differential</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(0.35</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-172; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: white"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Nondeductible expenses</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.06</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1.5pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.56</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: #CCEEFF"> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective income tax rate</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-173; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 4.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: hidden-fact-174; font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td> <td style="font: 10pt Times New Roman, Times, Serif"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> </table> 0.21 0.21 -0.0088 -0.004 0.0486 0.0761 -0.2424 -0.2006 -0.0557 -0.0202 0.0035 -0.0006 -0.0056 1000000 15000000 59000000 50000000 42000000 44000000 43000000 92000000 35000000 72000000 0 752000 0 752000 127000000 0 0.50 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 14 – COMMITMENTS AND CONTINGENCIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Legal Proceedings</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of December 31, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 15 – RELATED PARTY TRANSACTIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company had a long-term equity investment in Dynam with a carrying value of <span style="-sec-ix-hidden: hidden-fact-175">$0</span> and $1,500,000 as of December 31, 2023 and December 31, 2022, respectively. See Note 7 – Long-Term Equity Investment. Our CEO and President Eric Brock was a director of Dynam. Another director of the Company has invested an aggregate of $25,000 in Dynam as of December 31, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition to the equity investment, the Company paid Dynam for services of $0 and $2,026,400 during the years ended December 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, the Company owed $22,500 and $359,159 to independent directors, respectively, related to accrued compensation and proceeds from sale of Common Stock, which is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.</span></p> 1500000 25000 0 2026400 22500 359159 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span style="text-decoration:underline">NOTE 16 – SUBSEQUENT EVENTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Management has evaluated subsequent events as of April 1, 2024, the date the Consolidated Financial Statements were available to be issued according to the requirements of ASC Topic 855.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">American Robotics Sublease Agreement</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 15, 2024, American Robotics entered into an agreement to sublet their full leased space, leasehold improvements, and remaining furniture and fixtures in Waltham, Massachusetts through April 30, 2029, for $22,920 per month from May 1, 2024 through April 30, 2025, then $41,250 per month from May 1, 2025 through April 30, 2029. The sublease is an operating lease.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Establishment of Ondas Autonomous Holdings Inc.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 26, 2024, we issued a press release announcing that we have established OAH, as a new, wholly owned subsidiary. The newly created OAH is an intermediate holding company which now wholly-owns the Company’s subsidiaries American Robotics and Airobotics. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Voluntary Delisting on the Tel Aviv Stock Exchange</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 8, 2024, the Company took steps to voluntarily delist the Company’s Common Stock from trading on TASE. Pursuant to Israeli law, the delisting of the Company’s Common Stock is expected to take effect three months following the date of the Company’s request to the TASE to delist the Company’s Common Stock, which occurred on February 8, 2024. The Company’s Common Stock will continue to be listed for trading on Nasdaq, and all of the shares traded on TASE are expected to be transferred to Nasdaq where they can continue to be traded.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Sale of Common Stock in Ondas Holdings</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 26, 2024, the Company entered into a Securities Purchase Agreement (the “Ondas Agreement”) with certain purchasers named therein (the “Ondas Purchasers”) for the purchase and sale of (i) an aggregate of 3,616,071 shares (the “Holdings Shares”) of Common Stock and (ii) warrants to purchase an aggregate of 3,616,071 shares of OAH’s common stock $0.0001 par value per share, at an exercise price of $1.29 and exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “OAH Warrants,” and together with the Holdings Shares, the “Ondas Offering Securities”), for gross proceeds of approximately $4.1 million (the “Ondas Offering”). The purchase price paid by the Ondas Purchasers for the Holdings Shares was $1.12 per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Ondas Offering was consummated on February 26, 2024. The Holdings Shares were offered and sold, and were issued, pursuant to the Prospectus Supplement, dated February 26, 2024, to the Prospectus included in the New Form S-3. The Company intends to use the net proceeds from the sale of the Ondas Offering Securities for general working capital purposes. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Preferred Stock Investment in Ondas Networks</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 26, 2024, Ondas Networks entered into a Preferred Stock Purchase Agreement (the “Networks Agreement”) for an investment of $4.50 million in Ondas Networks (the “Networks Offering,” and together with the Ondas Offering, the “Offerings”). The Networks Agreement was entered into with the purchasers named therein (the “Networks Purchasers”) for the sale of shares of preferred stock for a purchase of $4.50 million. The Networks Offering was consummated on February 26, 2024.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the Networks Agreement, the Networks Purchasers would acquire the following in the Networks Offering for gross proceeds to Ondas Networks of $4.5 million: (i) 108,925 shares of preferred stock of Networks Preferred Stock, at a purchase price of $41.3104 per share (the “Per Share Price”), convertible into shares of Common Stock, $0.00001 par value per share of Networks Common Stock and (ii) warrants to purchase 3,015,000 shares of the Company’s Common Stock, at an exercise price of $1.26 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “Holdings Warrants,” and together with the Networks Preferred Stock, the “Networks Offering Securities”).</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Networks Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $41.3104 per share (the “Original Issue Price”). Dividends shall be payable only when, as, and if declared by the board of directors of Ondas Networks and Ondas Networks shall be under no obligation to pay such dividends. Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $41.3104. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. The Networks Preferred Stock can be redeemed as the request of the Holder at any time after the fifth anniversary for the greater of the initial investment plus accrued dividends or the amount that would be due if the Networks Preferred Stock was converted into Networks Common Stock as described above.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the Networks Agreement, the Company entered into a registration rights agreement with the purchasers to register the resale of the Company’s Common Stock underlying the Holdings Warrants pursuant to a registration statement to be filed no later 180 days following the closing of the Networks Offering. Also, pursuant to the Networks Agreement, the Networks Purchasers became parties to those certain investors’ rights agreement, right of first refusal agreement, and voting agreement, dated July 21, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ondas Networks will use the proceeds from the sale of the Networks Offering Securities to immediately redeem an amount of shares of Networks Common Stock at the Per Share Price held by the Company that is equivalent to the amount of proceeds raised in the sale of the Networks Offering Securities.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The issuance of the OAH Warrants and Networks Offering Securities were exempt from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Ondas Purchasers and Networks Purchasers that it was an “accredited investor” (as defined under Rule 501 of Regulation D) and that it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the OAH Warrants and Networks Offering Securities. See the Current Report on Form 8-K filed with the SEC on February 26, 2024 for further details.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="text-decoration:underline">Agreement and Waiver</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As previously disclosed, on October 28, 2022, the Company issued the 2022 Convertible Promissory Notes, pursuant to a Purchase Agreement by and between the Company and selected institutional investors (the “Investor”), as amended by the Amended SPA and the Agreement and Waiver. The 2022 Convertible Promissory Notes were convertible into shares of the Company’s Common Stock and were subsequently exchanged by the Company, on a dollar-for-dollar basis, into the 2022 Convertible Exchange Notes. The 2022 Convertible Exchange Notes have a maturity date of April 28, 2025. On July 25, 2023, the Company issued the Additional Notes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify; text-indent: 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 23, 2024, the Company and the Investor entered into an Agreement and Waiver (the “Waiver”) with respect to certain terms of the Notes. Pursuant to the Waiver, the Company and the Investor agreed that:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.5in"></td><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td><td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">the Investor shall waive Section 4(q) of the SPA, solely with respect to the Offerings;</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.5in"></td><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td><td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">the Investor shall waive any right to adjust the Conversion Price (as defined in the Notes) of the Notes pursuant to Section 7 of the Notes and any Additional Notes that may be issued from time as a result of the consummation of all or any portion of the Offerings; and</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.5in"></td><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td><td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">the Investor shall waive any applicable provisions of the SPA or the Notes, including, without limitation, Section 13(f) of the Notes, Section 5(a) of the Notes, and Section 4(m)(iii) of the Purchase Agreement (but, in the case of Section 4(m)(iii) and in the interest of clarity, only with respect to issuances of securities of Networks) such that the Company or any of its subsidiaries, including any “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) (“Company Subsidiaries” and each a “Company Subsidiary”) may, directly or indirectly, including through Affiliates (as defined in the Notes) or otherwise, in one or more transactions (including pursuant to a merger), sell, assign, transfer, convey or otherwise dispose of (x) any of (including all or substantially all of) the properties or assets of Networks, or (y) any equity interests (including a controlling equity interest) in Networks, in each case as would otherwise have required the affirmative consent or approval of Investor but for this waiver (each a “Waiver Transaction”), provided that, as consideration for any Waiver Transaction, the Company receives (whether directly or via a distribution from a Company Subsidiary) an amount in cash equal to no less than 125% of the principal and interest under the Notes and any Additional Notes then outstanding as of the date Company gives written notice to Investor of such Waiver Transaction.</span></td> </tr></table> 22920 41250 3616071 3616071 0.0001 1.29 4.1 1.12 4500000 4500000 4500000 108925 41.3104 0.00001 3015000 1.26 0.08 41.3104 41.3104 1.25 false false false false -0.88 -1.73 42242525 52740215 -0.86 -1.90 -0.0094 false FY 0001646188 Represents short-term leases with an initial term of 12 months or less, which are immaterial.

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