Ondas (NASDAQ: ONDS) unit sells $8.4M in Series B preferred deal

Rhea-AI Filing Summary

Ondas Inc. reported that its subsidiary, Ondas Networks Inc., entered into a Series B Preferred Stock Purchase Agreement for an $8.4 million investment on January 16, 2026. Networks sold 303,250 shares of Series B preferred stock at $27.70 per share for cash and issued 667,551 additional preferred shares through the conversion of existing convertible notes and warrants.

The preferred stock carries an 8% annual dividend on the $27.70 original issue price, payable only if declared by Networks’ board and payable in cash or additional preferred shares. Each preferred share is convertible at the holder’s option into Networks common stock at an initial conversion price of $27.70. The purchasers, including Ondas Inc. and Charles & Potomac Capital, also joined investors’ rights, right of first refusal, and voting agreements dated January 16, 2026.

The preferred stock issuance was conducted as a private placement under Section 4(2) and Regulation D, based on accredited investor status and without general advertising. Networks also amended the maturity date of a $1.5 million secured note from Charles & Potomac Capital to December 31, 2027.

Insights

Equity & Capital Structure Analyst

Ondas’ subsidiary raises $8.4M via preferred stock and restructures existing investor claims into equity-like instruments.

The transaction channels $8.4 million into Ondas Networks Inc. through Series B preferred stock, with approximately $6.0 million from Ondas Inc. itself and about $2.0 million from Charles & Potomac Capital. Of the total, 303,250 preferred shares are purchased for cash at $27.70 per share, while 667,551 preferred shares arise from converting prior convertible notes and warrants, consolidating several earlier financings into one preferred class.

The preferred stock has an 8% annual dividend on the original issue price, payable only if declared by Networks’ board, and is convertible into Networks common stock at an initial conversion price of $27.70. This structure creates an equity-like security with priority and potential yield, while preserving upside through conversion. The amendment extending the $1.5 million secured note maturity to December 31, 2027 lengthens the debt timeline for that investor relationship.

Because the financing is a private placement relying on Section 4(2) and Regulation D and involves accredited investors, it avoids public registration requirements. The related investors’ rights, right of first refusal, and voting agreements dated January 16, 2026 formalize governance and exit-related rights for this investor group, which can influence future capital and control dynamics at the Networks subsidiary.

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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) January 16, 2026

Ondas 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.)

222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401

(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 January 16, 2026, Ondas Networks Inc., a Texas corporation (“Networks”) and subsidiary of Ondas Inc. (the "Company"), entered into a Series B Preferred Stock Purchase Agreement (the “Networks Agreement”) for an investment of $8.4 million in Networks (the “Networks Offering”). The Networks Agreement was entered into with the purchasers named therein (the “Purchasers”) for the sale of shares of preferred stock for a purchase of $8.4 million. The Networks Offering was consummated on January 16, 2026.

As previously disclosed, (i) on July 8, 2024 and July 23, 2024, Charles & Potomac Capital, LLC (“C&P”) purchased convertible notes, as amended, from Networks in the aggregate original principal amount of $700,000 and $800,000, respectively (the “July 2024 Notes”), (ii) on November 13, 2024, Networks entered into that certain Securities Purchase Agreement (the “November 2024 SPA”), by and between Networks and a private investor group, including C&P, pursuant to which the private investor group purchased secured convertible promissory notes, as amended, from Networks in the aggregate amount of $2.07 million (the “November Notes”), and (iii) on January 15, 2025, Networks entered into that certain Securities Purchase Agreement (the “January 2025 SPA”), by and between Networks and a private investor group pursuant to which the private investor group purchased secured convertible promissory notes, as amended, from Networks in the aggregate amount of $2.93 million (the “January Notes,” together with the July 2024 Notes and the November Notes, the “Convertible Notes”). Additionally, the Company and Networks previously entered into those certain Secured Note Agreements (the "Ondas Agreements"), pursuant to which, the Company loaned Networks an aggregate of $10.0 million. Pursuant to the Ondas Agreements, C&P Agreement (as defined below), the November 2024 SPA and the January 2025 SPA, Networks issued the investor groups warrants to purchase 399,415 shares of preferred stock of Networks, $0.00001 par value per share (the “Preferred Stock”), at an exercise price of $20.65 per share and exercisable commencing on the date of issuance through the fifth anniversary of the date of issuance (the “Warrants”).

Pursuant to the Networks Agreement, the Purchasers would acquire the following in the Networks Offering for gross proceeds to Networks of $8.4 million, which included approximately $6.0 million from the Company and approximately $2.0 from C&P, as Purchasers: (i) 303,250 shares of Preferred Stock (the “Purchased Preferred Stock”), at a purchase price of $27.70 per share (the “Per Share Price”), convertible into shares of Common Stock, $0.00001 par value per share of Networks (the “Networks Common Stock”) and (ii) 667,551 shares of Preferred Stock (the “Converted Preferred Stock,” together with the Purchased Preferred Stock, the “Preferred Stock”), convertible into shares of the Networks Common Stock, upon the exercise of the Warrants and the conversion of the Convertible Notes.

The Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the original issue price, of $27.70 per share (the “Original Issue Price”). Dividends shall be payable only when, as, and if declared by the board of directors of Networks and Networks shall be under no obligation to pay such dividends. Such dividends are payable in cash or additional shares of Preferred Stock, with such valuation based on the Original Issue Price. Each share of Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $27.70. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Preferred Stock shall be rounded to the nearest whole share.

Pursuant to the Networks Agreement, the Purchasers became parties to those certain investors’ rights agreement, right of first refusal agreement, and voting agreement, dated January 16, 2026. Forms of each of these agreements are attached hereto as Exhibits 10.2, 10.3, and 10.4 and incorporated herein by reference.

The issuance of the Preferred Stock was exempt from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Purchasers that it was an “accredited investor” (as defined under Rule 501 of Regulation D) and that it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the Preferred Stock.

The foregoing is not intended to be a full and complete description of the Networks Offering. Terms of the Networks Offering are more fully described in the copies of the Networks Offering documents attached as exhibits to this Form 8-K and incorporated herein by reference.

Also on January 16, 2026, Networks entered into that certain Letter Agreement, by and among Networks and the signatories thereto, pursuant to which the maturity date of the Note (as defined below) was amended to December 31, 2027. 

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As previously disclosed, on September 3, 2024, C&P entered into that certain Secured Note Agreement (the “C&P Agreement”), as amended, by and among Networks, as borrower, and C&P, as lender, pursuant to which C&P loaned Networks $1.5 million (the “Note”).

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

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Series B Preferred Stock Purchase Agreement, dated January 16, 2026, between Ondas Networks Inc. and the Purchasers.
10.2		Form of Investors’ Rights Agreement, dated January 16, 2026, between Ondas Networks Inc. and the Purchasers.
10.3		Form of Right of First Refusal Agreement, dated January 16, 2026, between Ondas Networks Inc. and the Purchasers.
10.4		Form of Voting Agreement, dated January 16, 2026, between Ondas Networks Inc. and the Purchasers.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 23, 2026	ONDAS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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FAQ

What financing did Ondas Inc. (ONDS) announce in this 8-K?

Ondas Inc. disclosed that its subsidiary, Ondas Networks Inc., completed an $8.4 million Series B preferred stock financing on January 16, 2026. The deal involved both new cash investment and the conversion of existing convertible notes and warrants into Series B preferred stock.

How is the $8.4 million Ondas Networks investment structured?

Under the Series B Preferred Stock Purchase Agreement, Ondas Networks issued 303,250 shares of preferred stock at $27.70 per share for cash and 667,551 shares of preferred stock through the exercise of warrants and conversion of prior Convertible Notes, for total gross proceeds of $8.4 million.

Who invested in the Ondas Networks Series B preferred stock?

The purchasers include Ondas Inc., which contributed approximately $6.0 million, and Charles & Potomac Capital, LLC (C&P), which contributed approximately $2.0 million, along with other purchasers named in the agreement.

What are the key terms of the Ondas Networks Series B preferred stock?

The Series B preferred stock has an original issue price of $27.70 per share and accrues dividends at 8% per year on that amount. Dividends are payable only if declared by the Networks board and may be paid in cash or additional preferred shares. Each preferred share is convertible at the holder’s option into Networks common stock at an initial conversion price of $27.70.

How were securities law requirements satisfied for the Ondas Networks offering?

The issuance of the Series B preferred stock was conducted as an unregistered private placement under Section 4(2) of the Securities Act and Regulation D. The purchasers represented that they were accredited investors and the sale was completed without general advertising.

Did Ondas Networks change any existing debt terms in connection with this transaction?

Yes. On January 16, 2026, Ondas Networks entered into a Letter Agreement amending the maturity date of a $1.5 million secured note held by Charles & Potomac Capital to December 31, 2027, extending the time before that obligation becomes due.

What additional agreements did investors in Ondas Networks enter into?

On January 16, 2026, the purchasers became parties to an investors’ rights agreement, a right of first refusal agreement, and a voting agreement. These agreements, attached as Exhibits 10.2, 10.3, and 10.4, govern investor rights, transfer restrictions, and certain voting arrangements at Ondas Networks.