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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)
October 6, 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 October 6, 2025, Ondas Holdings Inc. (the “Company”
or “Ondas”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc.,
as representative of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to the Company’s
underwritten offering (the “Offering”) of (i) 19,560,000 shares (the “Shares”) of Company common stock, par value
$0.0001 per share (“Common Stock”), or (ii) in lieu of Common Stock, pre-funded warrants (the “Pre-Funded Warrants,”
together with the Shares, the “Common Stock Equivalents”) to purchase up to 17,400,000 shares of Common Stock (the “Pre-Funded
Warrant Shares”). The Common Stock Equivalents were accompanied by warrants (the “Common Warrants,” together with the
Pre-Funded Warrants, the “Warrants”) to purchase a total of 73,920,000 shares of Common Stock (the “Common Warrant Shares,”
together with the Pre-Funded Warrant Shares, the “Warrant Shares”).
The Shares and Warrants were offered, issued, and sold pursuant to
a prospectus supplement and accompanying prospectus that form part of an effective shelf registration statement on Form S-3ASR (File No.
333-290121), which was filed with the Securities and Exchange Commission (the “SEC”) and automatically became effective upon
filing on September 9, 2025.
On October 7, 2025, the Company closed the Offering and issued the
Shares and Warrants. The Offering price for (i) each Share and accompanying Common Warrant to purchase two (2) shares of Common Stock
was $11.50 and (ii) each Pre-Funded Warrant and accompanying Common Warrant to purchase two (2) shares of Common Stock was $11.50 (with
a nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date). The Pre-Funded Warrants are immediately exercisable
and will expire seven years from the date of issuance. The Common Warrants have an exercise price of $20.00 per share, are exercisable
upon the Company’s receipt of stockholder approval to increase its authorized shares of Common Stock and will expire seven years
from the date of issuance. The Company has not reserved shares of Common Stock underlying the Common Warrants and does not expect to effect
any exercise of the Common Warrants unless and until the Company’s receipt of stockholder approval to increase its authorized shares
of Common Stock. The Common Warrants may be cash settled after January 31, 2026, if Common Stock is not then available to satisfy exercises.
The net proceeds to the Company from the Offering are approximately $407.2 million, after deducting underwriting discounts and commissions
and estimated offering expenses payable by the Company and excluding any proceeds that may be received from the exercise of the Warrants.
If the Common Warrants are fully exercised on a cash basis, the Company has the potential to raise approximately $1.5 billion in additional
gross proceeds. No assurance can be given that any of the Common Warrants will be exercised. The Company intends to use the net proceeds
of the Offering for corporate development and strategic growth, including acquisitions, joint ventures and investments.
The
Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,
other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such Underwriting Agreement and as of specific dates, were solely for the benefit of the parties
to the Underwriting Agreement and were subject to limitations agreed upon by the contracting parties.
The foregoing summaries of the Underwriting Agreement, Common Warrant
and Pre-Funded Warrant do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as
Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K (the “Form 8-K”), which are incorporated herein
by reference.
A copy of the opinion of Akerman LLP relating to the legality of the issuance and sale of the Warrants is attached as Exhibit 5.1 hereto.
A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares and the Warrant Shares
is attached as Exhibit 5.2 hereto.
Item
7.01 Regulation FD Disclosure.
As of October 7, 2025, the Company's cash balance was approximately
$843 million and shares of Common Stock outstanding was 349,130,176, including the net proceeds received and the Shares issued in the
Offering.
Item 8.01. Other Events.
On
October 6, 2025, the Company issued a press release announcing the pricing of the Offering. The press release is attached as Exhibit 99.1
to this Form 8-K and is incorporated herein by reference.
On
October 7, 2025, the Company issued a press release announcing the closing of the Offering. The press release is attached as Exhibit 99.2
to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated October 6, 2025, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto. |
| 4.1 |
|
Form of Common Warrant (see Exhibit C to the Underwriting Agreement
filed as Exhibit 1.1 to this Current Report on Form 8-K). |
| 4.2 |
|
Form of Pre-Funded Warrant (see Exhibit B to the Underwriting Agreement
filed as Exhibit 1.1 to this Current Report on Form 8-K). |
| 5.1 |
|
Opinion of Akerman LLP. |
| 5.2 |
|
Opinion of Snell & Wilmer L.L.P. |
| 23.1 |
|
Consent of Akerman LLP (included in Exhibit 5.1). |
| 23.2 |
|
Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2). |
| 99.1 |
|
Press Release, dated October 6, 2025. |
| 99.2 |
|
Press Release, dated October 7, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 intended use of net proceeds of the offering and the exercise of
the Common Warrants prior to their expiration. 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: October 7, 2025 |
ONDAS HOLDINGS INC. |
| |
|
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By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
