Ondas (ONDS) 8-K: Share Purchase Agreement dated Aug 20, 2025

Ondas Holdings, Inc. (ONDS) filed an 8-K reporting a material agreement and related documents.

Rhea-AI Filing Summary

Ondas Holdings, Inc. (ONDS) filed an 8-K reporting a material agreement and related documents. The filing references a Share Purchase Agreement and a Side Letter dated August 20, 2025 between the company, Smart Precision Optics S.P.O LTD. and Shamir Investment Entrepreneurship ACS LTD., which are incorporated by reference to exhibits of a Current Report filed August 26, 2025. The 8-K also lists a Form of OAS Letter Agreement and an interactive cover page. The filing is signed by Eric A. Brock, Chief Executive Officer, with a filing date of October 3, 2025. The document does not disclose transaction amounts, financial terms, or operational impact in the text provided.

Positive

• Material transaction disclosed: Share Purchase Agreement and Side Letter with named counterparties dated August 20, 2025
• Official filing and signature: 8-K signed by Eric A. Brock, CEO on October 3, 2025, confirming company acknowledgment

Negative

• No financial terms provided: The filing text does not disclose price, consideration, or ownership change details
• Insufficient operational impact: The 8-K lacks information on how the agreements affect revenue, assets, or capital structure

Insights

Corporate Transactions Analyst

TL;DR: Company disclosed a material share purchase arrangement with named counterparties dated August 20, 2025.

The filing explicitly references a Share Purchase Agreement and a Side Letter involving Smart Precision Optics S.P.O LTD. and Shamir Investment Entrepreneurship ACS LTD., which signals a completed or agreed transaction framework is on record.

This matters because the presence of a share purchase agreement is investor‑material; however, the provided text does not include purchase price, ownership percentages, or payment terms, so the economic effect cannot be assessed from this filing alone.

Securities/Compliance Counsel

TL;DR: Filing meets disclosure formality but defers substantive terms to referenced exhibits.

The 8-K incorporates by reference exhibits filed on August 26, 2025, and lists a Form of OAS Letter Agreement, indicating required exhibit-level documentation exists elsewhere.

For regulatory review or investor due diligence, one must retrieve the referenced Current Report exhibits because this 8-K text lacks the contractual details necessary to evaluate compliance or material contingencies.

8-K Event Classification

4 items: 1.01, 2.01, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ondas (ONDS) disclose in its 8-K?

The 8-K references a Share Purchase Agreement and a Side Letter dated August 20, 2025 with Smart Precision Optics S.P.O LTD. and Shamir Investment Entrepreneurship ACS LTD.

Are the financial terms of the Share Purchase Agreement disclosed in the 8-K?

No. The provided 8-K text does not include purchase price, payment terms, or ownership percentages; those may be in the referenced exhibits filed August 26, 2025.

Where can I find the full terms of the agreements referenced by ONDS?

The filing incorporates the agreements by reference to exhibits in a Current Report filed on August 26, 2025; retrieve that report and its exhibits for full terms.

Who signed the 8-K for Ondas?

The 8-K is signed by Eric A. Brock, Chief Executive Officer, with a filing date of October 3, 2025.

Does the 8-K mention any other agreements?

Yes. The filing also lists a Form of OAS Letter Agreement and an interactive data cover page.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/03/2025 - 09:41 AM EDT Learn about SEC filing dates

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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) September 29, 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 1.01 Entry into a Material Definitive Agreement.

The disclosure included in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 1, 2025, Ondas Holdings Inc. (the “Company”) completed the previously announced acquisition of Smart Precision Optics S.P.O LTD., a company organized under the laws of the State of Israel (“SPO”), pursuant to (i) the Share Purchase Agreement, dated August 20, 2025 (the “SPA”), by and among the Company, SPO, Shamir Investment Entrepreneurship ACS LTD., an agricultural cooperative society organized under the laws of the State of Israel (“Shamir”) and (ii) the Side Letter, dated August 20, 2025, by and among the Company, SPO and Shamir (the “Side Letter,” together with the SPA, the “Agreement”). The Company previously disclosed the Agreement on the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 26, 2025. In accordance with the terms of the Agreement, the Company acquired (i) 51% of the issued and outstanding share capital of SPO for an aggregate purchase amount of NIS20,000,000.00 (approximately US$5,946,805) and (ii) 51% of the outstanding capital notes of SPO for an aggregate purchase amount of NIS1.00 (approximately US$0.30) (the “Acquisition”).

The foregoing description of the Acquisition and the Agreement does not purport to be complete and is qualified in its entirety by the full text of the SPA and the Side Letter, a copy of which are attached hereto as Exhibit 2.1 and Exhibit 2.2, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 29, 2025, Ondas Autonomous Systems Inc. (“OAS”), a subsidiary of the Company entered into that certain Letter Agreement, by and among OAS and the signatories thereto, pursuant to which the maturity date of each of the Notes (as defined below) was amended to January 1, 2026.

As previously disclosed, (i) on October 10, 2024, OAS entered into that certain Securities Purchase Agreement, by and among OAS and a private investor group, including (i) Privet Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the Company and OAS, pursuant to which the private investor group purchased secured convertible promissory notes from OAS in the aggregate amount of $3.5 million (the “October Notes”), and (ii) on December 30, 2024, OAS entered into that certain Securities Purchase Agreement, by and among OAS and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes from OAS in the aggregate amount of $1.7 million (the “December Notes,” together with the October Notes, the “Notes”).

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements are not required in connection with the Acquisition pursuant to Rule 3-05(b) of Regulation S-X.

(b) Pro forma financial information is not required in connection with the Acquisition pursuant to Article 11 of Regulation S-X.

(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit No.		Description
2.1*		Share Purchase Agreement, by and amount the Company, Smart Precision Optics S.P.O LTD., and Shamir Investment Entrepreneurship ACS LTD., dated August 20, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2025).
2.2		Side Letter, by and amount the Company, Smart Precision Optics S.P.O LTD., and Shamir Investment Entrepreneurship ACS LTD., dated August 20, 2025 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2025).
10.1		Form of OAS Letter Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

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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: October 3, 2025	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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