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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 9, 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
September 9, 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 registered direct offering (the “Offering”)
of 40,000,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (“Common Stock”). Pursuant
to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option (the “Option”) to purchase an additional
6,000,000 shares of Common Stock (the “Option Shares,” and together with the Firm Shares, the “Shares”). On September
9, 2025, the Underwriters exercised the Option in full.
The
Shares were offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus that form part of an effective
automatic 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
September 10, 2025, the Company closed the Offering and issued the Shares. The offering price for each Share was $5.00. The net proceeds
to the Company from the Offering are approximately $217 million, after deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company. 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 summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such
document attached as Exhibit 1.1 to this Current Report on Form 8-K (the “Form 8-K”), which is incorporated herein by reference.
A
copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares is attached as Exhibit
5.1 hereto.
Item 8.01. Other Events.
On
September 9, 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
September 10, 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.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated September 9, 2025, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto. |
| 5.1 |
|
Opinion of Snell & Wilmer L.L.P. |
| 23.1 |
|
Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). |
| 99.1 |
|
Press Release, dated September 9, 2025. |
| 99.2 |
|
Press Release, dated September 10, 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. 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: September 10, 2025 |
ONDAS HOLDINGS INC. |
| |
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
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