Ondas Holdings Inc. Announces Closing of $1 Billion Offering

Rhea-AI Summary

Ondas (NASDAQ:ONDS) closed a registered direct offering on January 12, 2026 selling 19,000,000 shares and pre-funded warrants to purchase up to 41,790,274 shares, for a total of 60,790,274 Common Stock Equivalents. Each Common Stock Equivalent included a common stock warrant; the offering is accompanied by 121,580,548 common stock warrants. Net proceeds are estimated at approximately $959.2 million after fees and expenses. Each share plus warrant sold at $16.45 (pre-funded combo at $16.4499), about a 17.5% premium to the January 8, 2026 close. Common stock warrants exercise price is $28.00; all warrants and pre-funded warrants expire in seven years. If all warrants are exercised for cash, Ondas could raise up to ~$3.4 billion in additional gross proceeds. Proceeds are intended for corporate development, acquisitions, joint ventures, and investments.

Positive

• Net proceeds of approximately $959.2M
• Offering priced at a ~17.5% premium to Jan 8, 2026 close
• Potential additional gross proceeds of ~$3.4B if warrants exercised

Negative

• Issued 60,790,274 Common Stock Equivalents creating dilution potential
• Accompanied by 121,580,548 warrants that could further dilute shareholders

News Market Reaction

-3.65%

29 alerts

-3.65% News Effect

+5.9% Peak Tracked

-3.0% Trough Tracked

-$223M Valuation Impact

$5.88B Market Cap

1.2x Rel. Volume

On the day this news was published, ONDS declined 3.65%, reflecting a moderate negative market reaction. Argus tracked a peak move of +5.9% during that session. Argus tracked a trough of -3.0% from its starting point during tracking. Our momentum scanner triggered 29 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $223M from the company's valuation, bringing the market cap to $5.88B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Common shares issued: 19,000,000 shares Pre-funded warrants: 41,790,274 shares Total stock equivalents: 60,790,274 units +5 more

8 metrics

Common shares issued 19,000,000 shares Registered direct offering common stock

Pre-funded warrants 41,790,274 shares Pre-funded warrants in lieu of common stock

Total stock equivalents 60,790,274 units Common Stock Equivalents sold in offering

Common stock warrants 121,580,548 warrants Warrants to purchase common stock issued

Net proceeds $959.2 million Estimated net proceeds from offering

Potential warrant proceeds $3.4 billion Additional gross proceeds if warrants fully exercised

Offering price common $16.45 Combined price per share plus warrant

Warrant exercise price $28.00 per share Exercise price of common stock warrants

Market Reality Check

Price: $9.31 Vol: Volume 111,893,635 is ele...

normal vol

$9.31 Last Close

Volume Volume 111,893,635 is elevated vs 20-day average 85,157,666 (relative volume 1.31x). normal

Technical Shares at $13.69, trading above 200-day MA of $4.65 and 9.34% below 52-week high $15.10.

Peers on Argus

ONDS fell 2.28% while peers were mixed: EXTR and BDC down modestly, but VIAV, CO...

ONDS fell 2.28% while peers were mixed: EXTR and BDC down modestly, but VIAV, COMM and VSAT up between 4.10% and 5.75%, suggesting a stock-specific reaction to the offering.

Common Catalyst Another peer, Belden (BDC), also announced a note offering today, but broader sector moves appear mixed rather than uniformly driven by capital-raising news.

Historical Context

5 past events · Latest: 2026-01-07 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
2026-01-07	Conference appearance	Positive	-5.1%	Announcement of CEO fireside chat and investor meetings at Needham conference.
2026-01-05	Investor day update	Positive	+13.7%	Planned OAS Investor Day outlining 2026 business plan and financial outlook.
2026-01-02	Corporate rebranding	Positive	+12.9%	Planned name change to Ondas Inc. and HQ move to West Palm Beach.
2025-12-31	New orders win	Positive	+8.6%	Around $10M in new autonomous systems purchase orders and follow-on wins.
2025-12-18	AI demining pilot	Positive	+5.8%	Completion of Middle East pilot using AI-powered hazard identification for demining.

Pattern Detected

Recent news has often led to positive price reactions, with only one notable divergence despite informational or positive headlines.

Recent Company History

Over the last few weeks, Ondas reported multiple corporate developments, including new autonomous systems orders on Dec 31, 2025, a planned name change and HQ move on Jan 2, 2026, and an upcoming OAS Investor Day with 2026 outlook on Jan 5, 2026. These events saw mostly positive price reactions. Today’s large registered direct offering underpins the capital side of that growth strategy, following recent exchange agreements, acquisitions, and balance-sheet actions detailed in recent SEC filings.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-09

Ondas has an active automatic shelf registration on Form S-3ASR filed Sep 9, 2025, effective through Sep 9, 2028. The shelf allows issuance of various securities and has been used multiple times, including the current registered direct offering, as indicated by 6 recorded usage events and recent prospectus supplements.

Market Pulse Summary

This announcement details a sizable registered direct financing, with $959.2M in estimated net proce...

Analysis

This announcement details a sizable registered direct financing, with $959.2M in estimated net proceeds and attached warrants that could add up to $3.4B in gross proceeds if fully exercised. The deal draws on an existing S-3ASR shelf and follows prior offerings and recent acquisitions. Investors may focus on how proceeds support corporate development and growth versus the share and warrant issuance scale, and on future updates to capital allocation and integration progress.

Key Terms

registered direct offering, pre-funded warrants, common stock warrants, automatic shelf registration statement, +2 more

6 terms

registered direct offering financial

"announced today the closing of its registered direct offering of 19,000,000"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"and, in lieu of common stock, pre-funded warrants to purchase up to 41,790,274"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

common stock warrants financial

"accompanied by warrants to purchase a total of 121,580,548 shares of common stock"

Common stock warrants are tradable certificates that give the holder the right, but not the obligation, to buy a company’s common shares at a fixed price before a specified expiration date. They work like long-term options issued by the company and can provide cheaper, leveraged exposure to a stock’s potential upside; however, if holders use the warrants to buy shares, the total number of shares increases, which can dilute the value of existing shares.

automatic shelf registration statement regulatory

"An automatic shelf registration statement on Form S-3ASR (File No. 333-290121)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

form s-3asr regulatory

"automatic shelf registration statement on Form S-3ASR (File No. 333-290121)"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

WEST PALM BEACH, FLORIDA / ACCESS Newswire / January 12, 2026 / Ondas Holdings Inc. (NASDAQ:ONDS) ("Ondas" or the "Company"), a leading provider of autonomous aerial and ground robot intelligence through its Ondas Autonomous Systems (OAS) business unit and private wireless solutions through Ondas Networks, announced today the closing of its registered direct offering of 19,000,000 shares of its common stock and, in lieu of common stock, pre-funded warrants to purchase up to 41,790,274 shares of its common stock (together "Common Stock Equivalents") to an institutional investor. Each Common Stock Equivalent was sold with a common stock warrant to purchase two (2) shares of common stock. The total number of Common Stock Equivalents sold in the offering was 60,790,274. The Common Stock Equivalents are accompanied by warrants to purchase a total of 121,580,548 shares of common stock, which we refer to as common stock warrants. Ondas estimates net proceeds from the offering to be approximately $959.2 million, after deducting placement agent fees and estimated offering expenses. If the common stock warrants are fully exercised on a cash basis, Ondas has the potential to raise approximately $3.4 billion in additional gross proceeds. No assurance can be given that any of the common stock warrants will be exercised.

Each share of common stock and accompanying common stock warrant was sold together at a combined offering price of $16.45, and each pre-funded warrant and accompanying common stock warrant was sold together at a combined offering price of $16.4499 (with a nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date), each priced above-the-market under the rules of the Nasdaq Stock Market and representing a premium of approximately 17.5% to Ondas' closing stock price on January 8, 2026. Each pre-funded warrant is exercisable immediately after the original issue date and will expire seven years from the date of issuance. Each common stock warrant has an exercise price of $28.00 per share, is immediately exercisable and will expire seven years from the date of issuance. All of the shares, pre-funded warrants and common stock warrants in the offering were sold by the Company.

Ondas intends to use the net proceeds from this offering for corporate development and strategic growth, including acquisitions, joint ventures, and investments.

Oppenheimer & Co. Inc. acted as the lead placement agent for the offering. Stifel, Nicolaus & Company, Incorporated, Needham & Company, LLC, Lake Street Capital Markets, LLC, Northland Capital Markets, Ladenburg Thalmann & Co. Inc., H.C. Wainwright & Co., LLC, and Maxim Group LLC acted as co-placement agents for the offering.

Akerman LLP served as legal counsel to Ondas and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal counsel to the placement agents.

An automatic shelf registration statement on Form S-3ASR (File No. 333-290121) relating to the securities issued in the offering was filed with the Securities and Exchange Commission ("SEC") and was automatically effective upon filing on September 9, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the offering has been filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities offered may also be obtained from Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com. Electronic copies of the final prospectus supplement and accompanying prospectus are also available on the SEC's website at http://www.sec.gov.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

Forward-Looking Statements

Statements made in this release that are not statements of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the intended use of net proceeds from the offering. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties relate, among other things, to fluctuations in our stock price and changes in market conditions. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors" discussed under the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.

Contacts

IR Contact for Ondas Holdings Inc.
888.350.9994
ir@ondas.com

Media Contact for Ondas

Escalate PR
ondas@escalatepr.com

Preston Grimes
Marketing Manager, Ondas Holdings Inc.
Preston.grimes@ondas.com

SOURCE: Ondas Holdings Inc.

View the original press release on ACCESS Newswire

FAQ

What did Ondas (ONDS) announce on January 12, 2026?

Ondas closed a registered direct offering selling 60,790,274 Common Stock Equivalents and accompanying warrants, raising estimated net proceeds of $959.2M.

How many warrants did Ondas (ONDS) issue and what is the exercise price?

Ondas issued 121,580,548 common stock warrants with an exercise price of $28.00 per share, expiring in seven years.

What is the combined offering price per share and how did it compare to market?

Each share plus warrant was sold at $16.45 (pre-funded at $16.4499), roughly a 17.5% premium to the January 8, 2026 closing price.

How will Ondas (ONDS) use the proceeds from the offering?

Proceeds are intended for corporate development and strategic growth, including acquisitions, joint ventures, and investments.

What is the maximum additional cash Ondas (ONDS) could raise if all warrants are exercised?

If all common stock warrants are exercised on a cash basis, Ondas could raise approximately $3.4 billion in additional gross proceeds.