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

Rhea-AI Filing Summary

Ondas Holdings (Nasdaq: ONDS) filed an 8-K (Item 8.01) stating that, as of June 25 2025, all previously issued 3% Senior Convertible Notes—other than the December 17 2024 Series B-2 Notes—have been fully settled and are no longer outstanding. The only remaining notes total ~$5.4 million in principal and accrued interest (net of unamortized discount and costs), carry a fixed $0.88 conversion price (subject to discounted VWAP amortization) and mature on December 17 2026. No Exchange Notes, 2023 Additional Notes, December 3 2024 Additional Notes, or December 31 2024 Additional Notes remain outstanding, materially reducing near-term debt service and potential dilution. No other financial statements or exhibits were furnished.

Positive

• Settled multiple series of 3% senior convertible notes totaling >$60 million
• Outstanding convertible debt reduced to ~$5.4 million, lowering near-term cash obligations

Negative

• Remaining $5.4 million notes convertible at $0.88, posing future dilution risk
• Convertible debt maturity extended only to December 17 2026, not fully eliminated

Insights

Capital Markets Expert

TL;DR – Convertible debt cut to $5.4 m; balance-sheet cleaner.

The retirement of roughly $70 m in prior 3% convertible notes eliminates near-term maturities and interest drag. With only $5.4 m remaining, Ondas meaningfully lowers overhang risk while extending its sole tranche’s due date to late-2026. The fixed $0.88 conversion price sets an upper bound on potential dilution; if shares trade above that level, conversion may actually accelerate deleveraging. The simplified capital stack should improve negotiating leverage for future equity or strategic financing. Overall, the event is capital-structure positive and signals creditor confidence in equity settlement.

Risk Analyst

TL;DR – Dilution risk persists but is deferred.

While the note clean-up removes multiple maturities, investors should still model the $0.88 strike on the remaining $5.4 m tranche—potentially ~6.1 m new shares if fully converted. Cash pressure subsides, yet dilution could resurface should the share price recover. The extended 2026 maturity offers breathing room but also prolongs uncertainty around capitalization. Net impact skews mildly positive due to lower absolute debt, yet conversion terms remain shareholder-sensitive.

false 0001646188 0001646188 2025-06-25 2025-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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) June 25, 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 8.01. Other Events

As of June 25, 2025, the 2023 Additional Notes (as defined below) have been settled and are no longer outstanding. As of June 25, 2025, the only remaining Notes (as defined below) outstanding are the December 17, 2024 Additional Notes (as defined below). The December 17, 2024 Additional Notes have a (i) total outstanding principal and accrued interest, net of unamortized debt discount and issuance costs, of approximately $5.4 million, (ii) fixed conversion price of $0.88, unless amortized using a discounted volume-weighted average price measure, and (iii) maturity date of December 17, 2026.

As previously disclosed, Ondas Holdings Inc. (the “Company”) issued certain (i) 3% Senior Convertible Notes in the aggregate original principal amount of $34.5 million, which were subsequently exchanged by the Company, on a dollar-for-dollar basis, into new 3% Senior Convertible Notes and have maturity date of April 28, 2025 (the “Exchange Notes”), which Exchange Notes were previously settled and are no longer outstanding; (ii) 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million (the “2023 Additional Notes”); (iii) 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $4.1 million (the “December 3, 2024 Additional Notes”), which December 3, 2024 Additional Notes were previously settled and are no longer outstanding; (iv) 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million (the “December 17, 2024 Additional Notes”); and (v) 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $18.9 million (the “December 31, 2024 Additional Notes,” together with the Exchange Notes, 2023 Additional Notes, December 3, 2024 Additional Notes and December 17, 2024 Additional Notes, the “Notes”), which December 31, 2024 Additional Notes were previously settled and are no longer outstanding.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: June 26, 2025	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

2

FAQ

How much convertible debt does [[ONDS]] have outstanding after June 25 2025?

Approximately $5.4 million in principal and accrued interest (net of discounts).

What is the conversion price of [[ONDS]]’s remaining notes?

The December 17 2024 Additional Notes have a fixed conversion price of $0.88 per share, unless amortized using a discounted VWAP formula.

When do [[ONDS]]’s remaining convertible notes mature?

The maturity date is December 17 2026.

Were the 2023 Additional Notes still outstanding after this filing?

No. The 2023 Additional Notes were settled in full and are no longer outstanding.

Did [[ONDS]] settle its original $34.5 million Exchange Notes?

Yes. The Exchange Notes were previously settled and are no longer outstanding as of the filing date.