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Amendment No. 1 to Form 8-K
0001646188
0001646188
2025-11-13
2025-11-13
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 13, 2025
Ondas Holdings Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-39761 |
|
47-2615102 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
One Marina Park Drive, Suite 1410, Boston,
MA 02210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (888) 350-9994
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock par value $0.0001 |
|
ONDS |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results
of Operations and Financial Condition.
On November
13, 2025, Ondas Holdings Inc. (the “Company”) furnished a Current Report on Form 8-K (the “Original Form 8-K”)
that included the press release announcing its financial and operating results for the third quarter ended September 30, 2025 (the “Earnings
Release”) and a slide presentation, which included supplemental information relating to the Company’s financial results for
the third quarter ended September 30, 2025 (the “Presentation”). The Earnings Release and Presentation included a reconciliation
table for cash operating expenses. This Current Report on Form 8-K/A amends the Original Form 8-K solely for the purpose of correcting
clerical errors in the cash operating expenses reconciliation table in the Earnings Release. The reconciliation table for the cash operating
expenses is set forth below. Other than the correction of clerical errors in the cash operating expenses reconciliation table below, no
other changes have been made to the Original Form 8-K or the Earnings Release furnished therewith.
ONDAS HOLDINGS INC.
RECONCILIATIONS OF CASH OPERATING EXPENSES
(Unaudited)
| | |
Three Months Ended
September 30, | | |
Nine Months Ended
September 30, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Total operating expenses | |
$ | 18,107,945 | | |
$ | 8,708,275 | | |
$ | 42,488,107 | | |
$ | 25,553,183 | |
| Depreciation | |
| (191,307 | ) | |
| (190,332 | ) | |
| (531,844 | ) | |
| (366,978 | ) |
| Amortization of intangible assets | |
| (1,086,692 | ) | |
| (1,056,141 | ) | |
| (3,203,867 | ) | |
| (3,161,729 | ) |
| Stock-based compensation | |
| (5,226,818 | ) | |
| (292,421 | ) | |
| (8,651,014 | ) | |
| (932,923 | ) |
| Cash operating expenses | |
$ | 11,603,128 | | |
$ | 7,169,381 | | |
$ | 30,101,382 | | |
$ | 21,091,553 | |
The information in Item 2.02 of this Current Report
on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item
2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation
language in the filing.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 13, 2025 |
ONDAS HOLDINGS INC. |
| |
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
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