false
0001646188
0001646188
2025-12-12
2025-12-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) December 12, 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
7.01. Regulation FD Disclosure.
As
previously disclosed, in 2024 Ondas Autonomous Systems Inc. (“OAS”), a subsidiary of Ondas Holdings Inc. (the “Company”),
issued (i) convertible promissory notes in the aggregate original principal amount of $5.2 million (the “Notes”) to a private
investor group, including (a) Privet Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the
Company and sole director and Co-Chief Executive Officer of OAS, and (b) Charles & Potomac Capital, LLC, an entity affiliated with
a former director of the Company (“C&P”), and (ii) warrants (the “Warrants”) to purchase an aggregate of
3,616,071 shares of OAS common stock, $0.0001 par value per share (the “OAS Common Stock”), to a private investor group,
including C&P.
The
Company and OAS have provided notice to the holders of the Notes, Warrants, and OAS Common Stock issued by virtue of previously exercised
Warrants (collectively, the “Holders”), providing the Holders the opportunity to elect to convert their Notes and/or exercise
their Warrants on a cashless basis into shares of OAS Common Stock and promptly thereafter exchange such shares of OAS Common Stock (including
those shares previously issued by virtue of previously exercised Warrants) for shares of common stock, par value $0.0001 per share (“Common
Stock”), of the Company (the “Exchange”). The Company requested the Holders to provide written election to the Company
if they were interested in participating in the Exchange by December 13, 2025.
As
of December 12, 2025, the Company has received written election from ten of the eleven Holders. Assuming the Company does not
receive any additional elections and none of the Holders who have provided a written election revoke such written election, after
giving effect to the Exchange, (i) the Company shall own approximately 99% of OAS and the Holders shall own approximately 1% of OAS
on a fully diluted basis and (ii) the Company shall issue an estimated 6,887,150 shares of Common Stock to the Holders based
on the closing bid price of the Common Stock on the Nasdaq Stock Market on December 11, 2025. Assuming all Holders provide an
election for the Exchange, after giving effect to the Exchange, (i) the Company shall own 100% of OAS and (ii) the Company shall
issue an estimated 7,325,914 shares of Common Stock to the Holders based on the closing bid price of the Common Stock on the
Nasdaq Stock Market on December 11, 2025. The final number of shares of Common Stock to be issued in the Exchange will be determined
based on the closing bid price of the Common Stock on the Nasdaq Stock Market on the trading day prior to the execution of the
definitive exchange agreements.
Also,
the Company has performed a preliminary analysis of the impact of the Exchange and as a result the Company expects that it will record
in the fourth quarter ending December 31, 2025 a one-time, non-cash charge, which will be reflected in the Company’s Consolidated Statements
of Operations for the year ending December 31, 2025. Assuming the Company does not receive any additional elections and none of the Holders
who have provided a written election revoke such written election, after giving effect to the Exchange, the non-cash charge is currently
estimated to be approximately $56.6 million. Assuming all Holders provide an election for the Exchange, after giving effect to the Exchange,
the non-cash charge is currently estimated to be approximately $60.5 million.
The
Company expects to enter into definitive exchange agreements during the week of December 15, 2025.
Forward
Looking Statements
Statements
made in this Current Report on Form 8-K 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 Exchange,
including the level of participation, timing to execute definitive exchange agreements, the Company’s estimates for the number
of shares of Common Stock to be issued in the Exchange and the Company’s estimates for the one-time, non-cash charge to be reflected
in the Company’s Consolidated Statements of Operations for the year ending December 31, 2025. 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 and changes in market conditions. 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. 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.
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: December 12, 2025 |
ONDAS HOLDINGS INC. |
| |
|
| |
By: |
/s/
Neil J. Laird |
| |
|
Neil
J. Laird
Chief
Financial Officer |
2
