[8-K] Ondas Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Ondas Holdings Inc. (NASDAQ: ONDS) filed a Form 8-K announcing an amendment that pushes the maturity of all outstanding subsidiary notes to 31 Dec 2025. Ondas Networks Inc., the operating subsidiary, signed a Letter Agreement on 3 Jul 2025 with existing noteholders—Charles & Potomac Capital and two private investor groups—covering five convertible and secured notes originally issued between Jul 2024 and Jan 2025. The aggregate original principal of these instruments totals approximately US$8.0 million (July 2024 Notes US$1.5 m; Secured Note US$1.5 m; November Notes US$2.07 m; January Notes US$2.93 m). No new capital was raised and no covenants were disclosed as amended other than the extended due date.

The extension reduces immediate refinancing pressure and gives management another 18 months to execute strategic plans, including scaling its industrial wireless platform and integrating American Robotics. However, the notes remain convertible and/or secured, leaving potential dilution and collateral constraints in place. Investors should assess whether the extra runway is sufficient to reach cash-flow breakeven before the new 2025 maturity.

Positive

• All subsidiary notes—about US$8 million—now mature on 31 Dec 2025, extending debt runway by up to 18 months and easing near-term liquidity stress.
• No additional debt or equity issuance means leverage and shareholder dilution are unchanged in the short term.
• Noteholder cooperation signals continued support from existing lenders.

Negative

• Convertible and secured structure remains, leaving dilution and collateral risks intact.
• 8-K omits interest rate or fee details; amendments could carry higher costs.
• Refinancing risk only deferred; company must achieve cash-flow improvement before new maturity.

Insights

Financial Analyst

TL;DR – 8-K extends US$8 m notes to 12/31/25, easing near-term liquidity pressure.

The noteholders’ consent to a universal maturity pushout is constructive: it signals confidence and avoids a potential cash crunch in H2 2024-H1 2025. Ondas now aligns all subsidiary debt to a single date, simplifying its capital structure. Because no incremental debt or equity is issued, leverage ratios stay unchanged while short-term liabilities fall. The company still carries sizable secured and convertible paper; if converted, it could dilute equity by an estimated 10-15 % based on current price. Overall, the move is modestly positive for solvency and neutral for valuation until operational execution improves.

Risk Analyst

TL;DR – Extension buys time but merely shifts, not removes, refinancing risk.

Liquidity window expands to end-2025, lowering imminent default probability. Yet the consolidated US$8 m debt retains security interests and conversion features, which can pressure equity or assets later. Absent covenant changes, noteholders could still accelerate on other defaults. The filing lacks detail on interest rate adjustments or fees—potential hidden costs. Impact: positive short term, neutral-to-negative medium term if cash burn persists.

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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) July 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.

The disclosure included in Item 2.03 of this Current Report on Form 8-K is 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 July 3, 2025, Ondas Networks Inc. (“Networks”), a subsidiary of Ondas Holdings Inc., entered into that certain Letter Agreement, by and among Networks and the signatories thereto, pursuant to which the maturity date of each of the Notes (as defined below) was amended to December 31, 2025.

As previously disclosed, (i) on July 8, 2024 and July 23, 2024, Charles & Potomac Capital, LLC (“C&P”) purchased convertible notes of Networks in the aggregate original principal amount of $700,000 and $800,000, respectively (the “July 2024 Notes”), (ii) on September 3, 2024, C&P entered into that certain Security Note 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 “Secured Note”), (iii) on November 13, 2024, Networks entered into that certain Securities Purchase Agreement, by and between Networks and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes from Networks in the aggregate amount of $2.07 million (the “November Notes”), and (iv) on January 15, 2025, Networks entered into that certain Securities Purchase Agreement, by and between Networks and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes from Networks in the aggregate amount of $2.93 million (the “January Notes,” together with the July 2024 Notes, the Secured Note and the November Notes, the “Notes”).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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: July 3, 2025	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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FAQ

What did Ondas Holdings (ONDS) announce in its July 3 2025 Form 8-K?

The company extended the maturity of all outstanding subsidiary notes, totaling about US$8 million, to December 31 2025.

How much debt is affected by the new maturity date?

Five notes with an original principal aggregate of roughly US$8.0 million now share the new due date.

Does the amendment add new financing for Ondas?

No. The 8-K only revises maturities; it does not raise new capital or change principal amounts.

Are the amended notes still convertible?

Yes. The filing does not remove conversion features, so potential equity dilution remains.

Why is the maturity extension important for investors?

It , giving management more time to reach profitability before repayment or conversion is required.

When do the amended notes now mature?

All covered notes mature on December 31 2025.