Ondas Holdings Inc. Successfully Prices $1 Billion Stock and Warrant Sale Above Market Price
Ondas Holdings Inc. Successfully Prices $1 Billion Stock and Warrant Sale Above Market Price
Ondas Holdings (NASDAQ:ONDS)/b) priced a registered direct offering to an institutional investor totaling by selling 19,000,000 shares and pre-funded warrants covering up to 41,790,274 shares (60,790,274 Common Stock Equivalents) on January 9, 2026.
Ondas Holdings (NASDAQ:ONDS)/b) priced a registered direct offering to an institutional investor totaling by selling 19,000,000 shares and pre-funded warrants covering up to 41,790,274 shares (60,790,274 Common Stock Equivalents) on January 9, 2026. Each Common Stock Equivalent included a common stock warrant; the offering includes 121,580,548 common stock warrants. Combined offering prices were $16.45 (shares+warrant) and $16.4499 (pre-funded warrant+warrant), ~17.5% premium to the January 8, 2026 close. Closing expected on or about January 12, 2026. Gross proceeds expected ~$1 billion, with potential additional gross proceeds of ~$3.4 billion if warrants are fully exercised. Net proceeds intended for corporate development, acquisitions, joint ventures, and investments.
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Positive
$1.0B gross proceeds expected from the offering
Offering priced at ~17.5% premium to Jan 8, 2026 close
Potential to raise ~$3.4B if warrants fully exercised
Negative
Issuance of 60.79M common stock equivalents may dilute shareholders
Outstanding 121.58M warrants create a sizable overhang
Warrant exercise price of $28.00 may delay cash conversion
On Jan 9, the day this news came out, ONDS closed 2.28% below the previous close.
Data tracked by StockTitan Argus for the Jan 9 session.
Market Context
This announcement detailed a sizeable equity and warrant financing, targeting gross proceeds of abou...
Analysis
This announcement detailed a sizeable equity and warrant financing, targeting gross proceeds of about $1 billion and additional upside if 121,580,548 warrants are exercised at $28.00. The combined pricing at a 17.5% premium to the prior close and use of an effective S-3ASR shelf provide structural context. Investors may focus on how the capital supports acquisitions and growth versus dilution, and monitor future filings and updates on deployment of the proceeds.
Key Figures
Gross proceeds:$1 billionCommon shares offered:19,000,000 sharesPre-funded warrants:41,790,274 warrants+5 more
Gross proceeds
$1 billion
Expected gross proceeds from registered direct offering, before fees
Common shares offered
19,000,000 shares
Common stock sold in registered direct offering
Pre-funded warrants
41,790,274 warrants
Pre-funded warrants to purchase common stock in lieu of shares
Total warrant shares
121,580,548 shares
Shares underlying common stock warrants issued in offering
Offering price (shares)
$16.45
Combined price per common share plus accompanying warrant
Offering price (pre-funded)
$16.4499
Combined price per pre-funded warrant plus accompanying warrant
Warrant exercise price
$28.00 per share
Exercise price of common stock warrants, 7-year term
Premium to prior close
17.5%
Approximate premium to Jan 8, 2026 closing stock price
Completion of Middle East AI-powered demining pilot with hazard detection.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
registered direct offering, pre-funded warrants, common stock warrants, automatic shelf registration statement, +2 more
6 terms
registered direct offeringfinancial
"it has priced its $1 billion registered direct offering of 19,000,000 shares"
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 warrantsfinancial
"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 warrantsfinancial
"warrants to purchase a total of 121,580,548 shares of common stock, which we refer to as common stock warrants"
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 statementregulatory
"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-3asrregulatory
"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 supplementregulatory
"A prospectus supplement and accompanying prospectus describing the terms of the offering"
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.
WEST PALM BEACH, FLORIDA / ACCESS Newswire / January 9, 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, today announced that it has priced its $1 billion 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 is being sold with a common stock warrant to purchase two (2) shares of common stock. The total number of Common Stock Equivalents to be sold in the offering is 60,790,274. The Common Stock Equivalents will be accompanied by warrants to purchase a total of 121,580,548 shares of common stock, which we refer to as common stock warrants.
Each share of common stock and accompanying common stock warrant is being sold together at a combined offering price of $16.45, and each pre-funded warrant and accompanying common stock warrant is being 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 will be exercisable immediately after the original issue date and will expire seven years from the date of issuance. Each common stock warrant will have an exercise price of $28.00 per share, will be 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 are being sold by the Company. The offering is expected to close on or about January 12, 2026, subject to the satisfaction of customary closing conditions.
Ondas expects the gross proceeds from this offering to be approximately $1 billion, before deducting the estimated placement agent's fees and other estimated offering expenses and excluding any proceeds that may be received from the exercise of the common stock warrants. 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. 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. is acting 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 are acting as co-placement agents for the offering.
An automatic shelf registration statement on Form S-3ASR (File No. 333-290121) relating to the securities to be issued in the offering was filed with the Securities and Exchange Commission ("SEC") and was automatically effective upon filing on September 9, 2025. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to the shares 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.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the shares, nor will there be any sale of the shares 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, completion or size of the offering, the expected gross proceeds therefrom, the intended use of net proceeds therefrom and the exercise of the common stock warrants prior to their expiration. 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 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 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
