Ondas Holdings Inc. Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants

Rhea-AI Summary

Ondas Holdings Inc. (NASDAQ:ONDS) has announced a proposed public offering of common stock and pre-funded warrants. The company plans to grant the underwriter, Oppenheimer & Co. Inc., a 30-day option to purchase additional shares. The offering's proceeds will be used for general corporate purposes, including capital expenditures and working capital. The offering is based on a shelf registration statement (Form S-3, File No. 333-286642) that became effective on April 25, 2025. A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC, detailing the offering terms. The final terms will be disclosed in a final prospectus supplement.

Positive

• None.

Negative

• Potential dilution of existing shareholders' value through new stock issuance
• Uncertainty regarding the size and terms of the offering
• No specific allocation plan provided for the use of proceeds

Insights

Capital Markets Specialist

Ondas plans to raise capital through a stock offering, signaling potential cash needs for operations and growth initiatives.

Ondas Holdings is pursuing a dilutive public offering of common stock and pre-funded warrants with Oppenheimer acting as the sole underwriter. The company intends to use proceeds for general corporate purposes, including capital expenditures and working capital, which suggests the company requires additional funding to support its operations and growth initiatives.

The offering follows a recently approved shelf registration (April 25, 2025), indicating this capital raise was likely planned for some time. The company is offering both common shares and pre-funded warrants (typically used when investors cannot or do not want to exceed certain ownership thresholds), suggesting they're trying to attract different investor profiles.

This capital raise raises important questions about Ondas' current cash position and burn rate. Without specifying an exact amount to be raised or providing details on their current financial situation, the offering signals potential cash constraints that could be limiting their ability to execute their business strategy in industrial wireless networks and drone solutions.

The dilutive nature of this offering will likely put downward pressure on the stock price in the near term, as existing shareholders' ownership percentages will be reduced. The company's decision to pursue equity financing rather than debt suggests they may be prioritizing balance sheet flexibility, though at the cost of dilution. Investors should pay close attention to the final terms, particularly the pricing, which will reveal how the market values this offering relative to the current share price.

BOSTON, MA / ACCESS Newswire / June 9, 2025 / Ondas Holdings Inc. (NASDAQ:ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business units, today announced that it intends to offer and sell shares of its common stock and in lieu of common stock, pre-funded warrants to purchase shares of its common stock. Ondas also expects to grant the underwriter a 30-day option to purchase additional shares of common stock offered in the public offering. All of the securities in the proposed offering are to be sold by Ondas. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. Ondas intends to use the net proceeds from the proposed offering for general corporate purposes, including funding capital expenditures and providing working capital.

Oppenheimer & Co. Inc. is acting as the sole underwriter for the offering.

A shelf registration statement on Form S-3 (File No. 333-286642) relating to the securities to be issued in the proposed offering was filed with the Securities and Exchange Commission ("SEC") on April 18, 2025 and was declared effective on April 25, 2025. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities 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 preliminary prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

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 completion and anticipated use of proceeds of the proposed 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, changes in market conditions and satisfaction of customary closing conditions related to the proposed public offering. Our actual results, performance, or achievements, including our ability to conduct and complete a public offering of our common stock on terms acceptable to us or at all, 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 is the purpose of Ondas Holdings' (ONDS) proposed public offering?

Ondas Holdings plans to use the proceeds for general corporate purposes, including funding capital expenditures and providing working capital.

Who is the underwriter for Ondas Holdings' (ONDS) public offering?

Oppenheimer & Co. Inc. is acting as the sole underwriter for the offering.

When was Ondas Holdings' (ONDS) shelf registration statement declared effective?

The shelf registration statement on Form S-3 was declared effective by the SEC on April 25, 2025.

What securities is Ondas Holdings (ONDS) offering in this public offering?

Ondas Holdings is offering shares of its common stock and pre-funded warrants to purchase shares of its common stock.

How long is the underwriter's option to purchase additional shares in ONDS offering?

The underwriter will have a 30-day option to purchase additional shares of common stock offered in the public offering.