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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) November 3, 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.
On
November 3, 2025, Ondas Holdings Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”),
by and among the Company, Sentry CS Ltd, a company organized under the laws of the State of Israel (“Sentry”), Sentry’s
shareholders listed on Exhibit B thereto, (the “Sentry Major Shareholders”), and Sagitta Holdco SARL, a private limited liability
company organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 15, Boulevard F.W. Raiffeisen, L-2411
Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B268651, solely in its capacity as the representative,
agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement).
The
Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, the Company will acquire 100% of the
issued and outstanding share capital (“Sentry Shares”) of Sentry (the “Acquisition”). At the closing of the Acquisition,
upon the terms and subject to the conditions set forth in the Agreement, the Company shall pay an aggregate amount of (i) $125,000,000
of which $117,500,000 shall be paid on the closing of the Acquisition, and the remaining $7,500,000, shall be paid so that an amount of
$2,500,000 shall be paid on each of the (a) expiration of a 45-day period commencing at the closing of the Acquisition (the “Second
Payment Date”), (b) expiration of a 60-day period commencing at the closing of the Acquisition (the “Third Payment Date”),
and (c) expiration of a 120-day period commencing at the closing of the Acquisition (the “Fourth Payment Date”), and (ii)
$100,000,000 of shares of the Company's common stock, par value $0.0001 per share (“Common Stock”) to be issued as follows:
(a) $32,500,000 on the closing of the Acquisition, (ii) $22,500,000 on the Second Payment Date, (iii) $22,500,000 on the Third Payment
Date, and (iv) $22,500,000 on the Fourth Payment Date (collectively, the “Stock Consideration”). The Company may choose, in
its sole discretion, to pay any portion of the Stock Consideration in cash.
The
shares of Common Stock issued pursuant to the Acquisition are to be registered for resale pursuant to a resale registration statement
to be entered into at closing of the Acquisition, which is attached as Exhibit K of the Agreement.
Each
of the Company, Sentry, and the Company Securityholders (as defined in the Agreement) has provided customary representations, warranties
and covenants in the Agreement. The completion of the Acquisition is subject to various closing conditions, including (a) the requisite
shareholder consent of Sentry being obtained, (b) the requisite corporate, governmental, regulatory, third party, and other approvals,
consents and/or waivers being obtained, (c) the absence of any applicable order (whether temporary, preliminary or permanent) in effect
which prohibits the consummation of the Acquisition, (d) the absence of any threatened, instituted or pending lawsuit, litigation, claims,
investigations or other proceedings by any third party which purports to prevent the consummation of the Acquisition, and (e) the absence
of any Material Adverse Effect (as defined in the Agreement) with respect to Sentry or its subsidiaries.
The
Agreement contains customary termination rights for both the Company and Sentry, including, but not limited to, (i) the written notice
by the Company or Sentry if the closing of the Acquisition has not occurred on or before December 31, 2025, provided however, that to
the extent that the only conditions not fulfilled are the approval(s) of any Governmental Entities (as defined in the Agreement), then
an additional 45-day period, or such other date that Acquirer and the Company may agree upon in writing or (ii) the written notice by
the Company or Sentry if any order of a Governmental Entity of competent authority preventing the Acquisition shall have become final
and non-appealable.
The
Acquisition is expected to close in November 2025.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement,
a copy of which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The disclosure included
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of shares of the Common Stock in Item
1.01 above will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
in accordance with Regulation S and Regulation D thereunder.
Item 7.01. Regulation
FD Disclosure.
On November 4, 2025,
the Company issued an investor fact sheet regarding the Acquisition. A copy of the fact sheet is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information furnished
pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall
not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item 8.01. Other Events
Also on November 4, 2025,
the Company issued a press release announcing the Agreement to acquire Sentry, an Israel-based global leader in Cyber-over-RF (CoRF)
and Protocol-Manipulation counter-UAS technology. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1* |
|
Share Purchase Agreement, by and among the Company, Sentry CS Ltd, shareholders listed on Exhibit B thereto, and Sagitta Holdco SARL, solely in its capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties. |
| 99.1 |
|
Fact Sheet, dated November 4, 2025. |
| 99.2 |
|
Press Release, dated November 4, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules
and Exhibits 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. |
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 4, 2025 |
ONDAS HOLDINGS INC. |
| |
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By: |
/s/ Eric A. Brock |
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Eric A. Brock |
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Chief Executive Officer |
