Ondas Hldgs Inc SEC Filings

Ondas Holdings Inc. reported results of a special shareholder meeting where investors approved two major capital structure changes. Stockholders voted to amend the company’s Articles of Incorporation to increase the number of authorized common shares from 400,000,000 to 800,000,000, providing a much larger pool of shares the company can issue in the future. They also approved an amendment to the 2021 Stock Incentive Plan, raising the shares of common stock available under the plan from 26,000,000 to 61,000,000, significantly expanding the equity available for employee and director compensation. Both measures received strong shareholder support based on the reported vote totals.

Ondas Holdings Inc. has made a strategic minority investment of $35 million in PDW Holdings, Inc., a veteran-led defense-technology engineer and manufacturer of advanced robotics for mission-critical national security missions.

The investment was completed on November 19, 2025, and was announced via press release on November 20, 2025. Ondas is highlighting this as a strategic move, indicating that PDW’s advanced robotics capabilities may be important to its broader defense and national security technology focus.

Ondas Holdings Inc. (ONDS) has scheduled a Special Meeting of Stockholders for November 20, 2025, at 10:00 a.m. Eastern Time at One Marina Park Drive, Suite 1410, Boston, MA 02210. Stockholders will consider and vote on a charter amendment proposal and an incentive plan amendment proposal, as described in the definitive proxy statement filed on October 20, 2025.

Only stockholders of record as of October 8, 2025 are entitled to vote at the meeting, either in person or by proxy. Proxies already submitted remain valid for the postponed meeting unless revoked, so most investors do not need to take further action. Stockholders who want help voting or changing their proxy can contact the company’s proxy solicitor, Alliance Advisors, LLC, at (855) 325-6668.

Ondas Holdings Inc. (ONDS) announced that its Special Meeting of Stockholders, originally scheduled for November 18, 2025, has been postponed to November 25, 2025, at 10:00 a.m. Eastern Time. The meeting will still be held at the company’s offices at One Marina Park Drive, Suite 1410, Boston, MA 02210. Only shareholders of record as of October 8, 2025 are entitled to vote at the rescheduled meeting. Proxies already submitted remain valid and will be voted at the postponed meeting unless properly revoked, so stockholders who have already voted are not required to take additional action. Stockholders who need help voting or submitting proxies can contact the company’s proxy solicitor, Alliance Advisors, LLC, by telephone.

Ondas Holdings Inc. (ONDS) reported that on November 17, 2025 it issued a press release announcing an approximate $8.2 million purchase order from a major European security agency. The order is for the deployment of multiple Iron Drone Raider™ counter‑UAS systems to help protect one of the largest international airports in Europe, highlighting real-world demand for the company’s drone-defense technology. The press release detailing the order is furnished as Exhibit 99.1 under a Regulation FD disclosure and is not treated as filed or incorporated into other securities law filings unless specifically referenced.

Ondas Holdings Inc. (ONDS) completed its acquisition of Israeli company Sentry CS Ltd on November 17, 2025. The deal values Sentry at an aggregate purchase price of $225,000,000, made up of $125,000,000 in cash and up to $100,000,000 in Ondas common stock. Of the cash portion, $117,500,000 was paid at closing, with three deferred cash payments of $2,500,000 each scheduled after 45, 60 and 120 days from closing. At closing, Ondas issued shares valued at approximately $29,400,000 (4,096,700 shares) and may issue additional shares valued at up to $22,500,000 on each of the three future dates, although it can choose to pay those amounts in cash instead.

The sellers face daily trading limits, collectively capped at 10% of the average daily trading volume for Ondas stock. Ondas also entered into a registration rights agreement to file prospectus supplements allowing the sellers to resell both the issued shares and any additional stock consideration, and the equity issuances are structured to qualify for exemptions under Regulation S and Regulation D.

Ondas Holdings Inc. is registering 4,096,700 shares of its Common Stock for resale by selling stockholders. These shares were issued as part of the acquisition of 100% of the share capital of Sentry CS Ltd. On the November 17, 2025 closing date, Ondas paid $117,500,000 in cash and issued these shares, and it agreed to pay an additional $7,500,000 in cash plus additional Common Stock valued at $22,500,000 in later installments, which may be paid in cash at the company’s discretion. All proceeds from any sale of the registered shares will go to the selling stockholders, not to Ondas. The selling stockholders are subject to a trading limitation that caps daily sales at 10% of the average daily trading volume over the prior 10 trading days. Ondas’ Common Stock trades on the Nasdaq Capital Market under the symbol ONDS and last closed at $7.18 on November 14, 2025.

Ondas Holdings Inc. (ONDS) filed an 8-K/A to correct clerical errors in the cash operating expenses reconciliation table from its November 13, 2025 earnings materials for the quarter ended September 30, 2025. The amended table shows cash operating expenses of $11,603,128 for Q3 2025 and $7,169,381 for Q3 2024. For the nine months ended September 30, cash operating expenses were $30,101,382 in 2025 and $21,091,553 in 2024. The company states no other changes were made to the prior report or the earnings release.

Ondas Holdings (ONDS) reported Q3 2025 results showing sharp top-line growth and a materially stronger balance sheet. Revenue reached $10.1 million, up from $1.5 million a year ago, with gross profit of $2.6 million. Operating loss was $15.5 million, while other income included an unrealized gain on investments of $6.9 million and $2.0 million of interest income, resulting in a net loss attributable to common stockholders of $8.8 million versus $10.7 million in the prior-year quarter.

Cash ended strong at $432.8 million (cash, cash equivalents and restricted cash of $433.4 million), driven primarily by equity financings; cash provided by financing activities was $448.2 million year-to-date. Total assets were $550.2 million against total liabilities of $39.8 million, and convertible notes declined significantly from year-end, reflecting conversions. For the first nine months, revenue was $20.6 million versus $3.1 million last year. Q3 revenue was concentrated, with one customer representing 90% and Israel accounting for $9.36 million of quarterly revenue. The company also closed the acquisition of Apeiro Motion Ltd. on August 31, 2025.