Ondas Holdings Inc. Announces Closing of $425 Million Offering

Rhea-AI Summary

Ondas Holdings (NASDAQ:ONDS) announced on October 7, 2025 the closing of an underwritten offering of 36,960,000 Common Stock Equivalents (19,560,000 shares and pre-funded warrants for 17,400,000 shares) accompanied by warrants to purchase 73,920,000 additional shares. Net proceeds are estimated at $407.2 million. If the common stock warrants are fully exercised for cash, Ondas could raise about $1.5 billion in additional gross proceeds, though no assurance of exercise exists. The offering price was $11.50 per combined unit; common stock warrants carry a $20.00 exercise price and expire in seven years.

Positive

• Net proceeds of approximately $407.2M
• Potential additional gross proceeds of approximately $1.5B if warrants fully exercised
• Combined offering price of $11.50 represented ~16% premium to the Oct 3, 2025 close

Negative

• Up to 110.88M shares outstanding if all shares and warrants issued and exercised (36,960,000 + 73,920,000) creating large dilution potential
• Common stock warrants exercisable only after stockholder approval to increase authorized shares
• Warrants expire in 7 years and may be cash settled after Jan 31, 2026 if shares unavailable

Insights

Capital Markets Strategist

Ondas closed a sizable equity offering, raising ~$407.2 million net and issuing warrants that could bring ~$1.5 billion more if exercised.

Ondas sold 36,960,000 Common Stock Equivalents and accompanying warrants that could convert into 73,920,000 common shares, generating estimated net proceeds of $407.2 million. The structure paired shares or pre-funded warrants with two-share common warrants, priced at $11.50 each and with common-warrant exercise price at $20.00. The offering included seven-year exercise windows and a cash-settlement backstop after January 31, 2026 if shares are unavailable.

The business effect is straightforward: the company materially improves liquidity to fund corporate development, including acquisitions and investments, while creating significant potential future dilution unless warrants remain unexercised. Key dependencies include shareholder approval to increase authorized shares (a gating item for warrant exercises) and the market’s response to potential dilution. Watch for the timing and outcome of any stockholder vote on authorized shares, any announced uses or targets for acquisition capital, and actual warrant exercises over the next 12–36 months.

BOSTON, MA, MA / ACCESS Newswire / October 7, 2025 / Ondas Holdings Inc. (NASDAQ:ONDS) ("Ondas" or the "Company"), a leading provider of autonomous aerial and ground robot intelligence and private wireless solutions through its business units Ondas Autonomous Systems (OAS) and Ondas Networks, announced today the closing of its underwritten offering of 19,560,000 shares of its common stock and, in lieu of common stock, pre-funded warrants to purchase up to 17,400,000 shares of its common stock (together "Common Stock Equivalents"). The total number of Common Stock Equivalents sold in the offering was 36,960,000. The Common Stock Equivalents are accompanied by warrants to purchase a total of 73,920,000 shares of common stock. Ondas estimates net proceeds from the offering to be approximately $407.2 million, after deducting underwriting discounts and commissions and estimated offering expenses. If the common stock warrants are fully exercised on a cash basis, Ondas has the potential to raise approximately $1.5 billion in additional gross proceeds. No assurance can be given that any of the common stock warrants will be exercised.

Each Common Stock Equivalent was sold with a warrant to purchase two (2) shares of common stock, which we refer to as a common stock warrant. Each share of common stock and accompanying common stock warrant was sold together at a combined offering price of $11.50, and each pre-funded warrant and accompanying common stock warrant was sold together at a combined offering price of $11.50 (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 16% to Ondas' closing stock price on October 3, 2025 and a premium of approximately 65% to Ondas' historical one-month VWAP. 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 $20.00 per share, will be exercisable upon the Company's receipt of stockholder approval to increase its authorized shares of common stock and will expire seven years from the date of issuance. The Company has not reserved shares of common stock underlying the common stock warrants and does not expect to effect any exercise of the common stock warrants unless and until the Company's receipt of stockholder approval to increase its authorized shares of common stock. The common stock warrants may be cash settled after January 31, 2026, if common stock is not then available to satisfy exercises. 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 of the offering for corporate development and strategic growth, including acquisitions, joint ventures and investments.

Oppenheimer & Co. Inc. acted as the lead book-running manager for the offering. Stifel acted as the passive book-running manager for the offering. Needham & Company, Ladenburg Thalmann & Co. Inc., Lake Street Capital Markets, LLC, Maxim Group LLC, and Northland Capital Markets acted as co-managers for the offering. H.C. Wainwright & Co., LLC served as financial advisor to Ondas.

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

An automatic shelf registration statement on Form S-3ASR (File No. 333-290121) relating to the shares of common stock 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 shares being 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 October 7, 2025?

Ondas closed an offering totaling 36,960,000 Common Stock Equivalents with attached warrants to buy 73,920,000 shares and estimated net proceeds of $407.2M.

How much cash will Ondas (ONDS) raise from the October 2025 offering?

Ondas estimates approximately $407.2 million in net proceeds after underwriting discounts and expenses.

What is the dilution impact from Ondas' offering (ONDS)?

The offering issued 36,960,000 Common Stock Equivalents plus warrants for 73,920,000 shares, creating significant dilution if all warrants are exercised.

How much could Ondas (ONDS) raise if all warrants are exercised?

If common stock warrants are fully exercised on a cash basis, Ondas could raise about $1.5 billion in additional gross proceeds.

What are the warrant terms in Ondas' October 2025 offering (ONDS)?

Pre-funded warrants have a nominal unpaid price of $0.0001 and are exercisable immediately; common stock warrants have a $20.00 exercise price and expire in 7 years.

Will Ondas (ONDS) reserve shares to cover warrant exercises?

The company has not reserved shares underlying the common stock warrants and does not expect exercises until it obtains stockholder approval to increase authorized shares.

How does Ondas plan to use the net proceeds from the offering (ONDS)?

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