Ondas Holdings Inc. Prices Upsized $40.0 Million Public Offering of Common Stock and Pre-Funded Warrants

Rhea-AI Summary

Ondas Holdings announced pricing for its upsized $40.0 million public offering, consisting of 22.4 million shares of common stock and pre-funded warrants for up to 9.6 million shares. The common stock is priced at $1.25 per share, while pre-funded warrants are priced at $1.25 minus $0.0001 exercise price. The warrants are immediately exercisable and expire in three years. Oppenheimer & Co. Inc. serves as the sole underwriter, with a 30-day option to purchase up to 4.8 million additional shares. The offering is expected to close around June 11, 2025. Ondas plans to use the proceeds for general corporate purposes, including capital expenditures and working capital.

Positive

• Expected gross proceeds of $40 million to strengthen company's financial position
• Immediate access to capital for funding operations and growth initiatives
• Pre-funded warrants provide flexibility for investors
• 30-day option for underwriter to purchase additional shares could increase total proceeds

Negative

• Significant dilution for existing shareholders due to large share issuance
• Low offering price of $1.25 per share may indicate weak market position
• Additional dilution possible if underwriter exercises option for 4.8M more shares
• Warrants could create future selling pressure when exercised

Insights

Financial Capital Markets Expert

Ondas is diluting shareholders with a $40M equity raise at $1.25/share, significantly below recent trading prices, suggesting capital constraints.

Ondas Holdings' $40 million equity raise reveals several critical insights for investors. The company is selling 22.4 million shares at $1.25 per share, with an additional 9.6 million pre-funded warrants at essentially the same price. This represents substantial dilution to existing shareholders, especially considering the offering price is likely at a significant discount to recent trading levels.

The structure of this offering is particularly telling. By including pre-funded warrants (with a minimal $0.0001 exercise price), Ondas is creating a mechanism for investors who might be approaching ownership thresholds to participate without immediate SEC filing requirements. The three-year exercise window for these warrants provides flexibility for the buyers while creating long-term potential dilution.

Most concerning is the broad allocation of proceeds for "general corporate purposes" including working capital, suggesting Ondas may be facing cash constraints rather than pursuing specific growth opportunities. Companies typically specify strategic uses for capital raises when they're in a position of strength.

The underwriter's 30-day option to purchase an additional 4.8 million shares could further dilute shareholders by up to 15%. With Oppenheimer acting as the sole underwriter rather than a syndicate of banks, this suggests limited institutional demand for the offering.

The timing of this raise following the April 2025 shelf registration indicates Ondas likely foresaw its capital needs several months ago, pointing to ongoing financial challenges in its industrial wireless networks and commercial drone businesses.

BOSTON, MA / ACCESS Newswire / June 10, 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, announced today that it has priced its underwritten public offering of 22,400,000 shares of its common stock, or in lieu of common stock, pre-funded warrants to purchase up to 9,600,000 shares of its common stock, at an exercise price of $0.0001 per share. The public offering price of each share of common stock is $1.25 and the offering price of each pre-funded warrant is $1.25, minus $0.0001, which is the per share exercise price of the pre-funded warrant. The pre-funded warrants are exercisable immediately and will expire three years from the date of issuance. Ondas expects the gross proceeds from this offering to be approximately $40.0 million, before deducting the underwriting discount and other estimated offering expenses. Ondas intends to use the net proceeds from this offering for general corporate purposes, including funding capital expenditures and providing working capital. Ondas has granted the underwriter a 30-day option to purchase up to 4,800,000 additional shares of its common stock. Ondas expects to close the offering, subject to the satisfaction of customary conditions, on or about June 11, 2025.

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 shares of common stock to be issued in the 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 offering has been filed with the SEC and a final prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, 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 will also be 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 expected timing or completion of the offering, the expected gross proceeds therefrom and the intended use of net proceeds therefrom. 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 public offering. 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. There can be no assurance that we will be able to complete the public offering on the anticipated terms or at all. 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 size and price of Ondas Holdings (ONDS) public offering?

Ondas Holdings priced a $40.0 million public offering at $1.25 per share, consisting of 22.4 million shares of common stock and pre-funded warrants for up to 9.6 million shares.

How will Ondas Holdings use the proceeds from its 2025 offering?

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

When will the Ondas Holdings (ONDS) public offering close?

The offering is expected to close on or about June 11, 2025, subject to customary closing conditions.

What are the terms of ONDS pre-funded warrants?

The pre-funded warrants have an exercise price of $0.0001 per share, are immediately exercisable, and will expire three years from issuance.

Who is the underwriter for the Ondas Holdings offering?

Oppenheimer & Co. Inc. is acting as the sole underwriter for the offering, with a 30-day option to purchase up to 4.8 million additional shares.