Ondas (ONDS) 8-K: Share Purchase Agreement Referenced, Exhibit 2.1

Ondas Holdings, Inc. filed a Form 8-K reporting a material event: the company references a Share Purchase Agreement among the company, Apeiro Motion Ltd., and Mr. Rotem Lesher acting as representative for the indemnifying parties.

Rhea-AI Filing Summary

Ondas Holdings, Inc. filed a Form 8-K reporting a material event: the company references a Share Purchase Agreement among the company, Apeiro Motion Ltd., and Mr. Rotem Lesher acting as representative for the indemnifying parties. The agreement is dated August 18, 2025 and was incorporated by reference to Exhibit 2.1 of a Current Report filed with the SEC on August 22, 2025. The filing is dated September 5, 2025. The company lists its common stock par value as $0.0001 and trades under the ticker ONDS on The Nasdaq Stock Market LLC. The 8-K provides reference to the agreement but does not disclose financial terms or material economic amounts within the visible text.

Positive

• Material transaction disclosed via a Share Purchase Agreement dated August 18, 2025
• Agreement incorporated by reference to Exhibit 2.1 filed with the SEC on August 22, 2025, enabling investors to locate the full document

Negative

• No economic terms provided in the visible 8-K excerpt (no price, share count, or consideration disclosed)
• Insufficient detail to assess impact on capitalization, ownership, or financial results from the available text

Insights

Corporate Transactions Analyst

TL;DR: A share purchase agreement was disclosed by reference; key economic terms are not shown in this excerpt.

The filing identifies a Share Purchase Agreement dated August 18, 2025 involving Apeiro Motion Ltd. and a named representative, and it incorporates that agreement by reference to Exhibit 2.1 filed on August 22, 2025. This indicates a formal, reportable transaction that the company considers material.

The visible text does not state purchase price, number of shares transferred, ownership percentages, or any payment or closing mechanics. Investors should note the agreement exists and is filed as an exhibit; the economic impact cannot be assessed from this excerpt alone. Watch for the referenced Exhibit 2.1 or subsequent filings for concrete financial details and closing conditions within coming disclosure updates.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Ondas Holdings (ONDS) disclose in this Form 8-K?

The company disclosed a Share Purchase Agreement dated August 18, 2025 involving Apeiro Motion Ltd. and a named representative; the agreement is incorporated by reference to Exhibit 2.1 filed on August 22, 2025.

Does the 8-K excerpt state the purchase price or number of shares?

No. The visible filing text does not disclose any purchase price, share counts, or other economic terms.

Where can investors find the full Share Purchase Agreement referenced by ONDS?

The filing states the agreement is incorporated by reference to Exhibit 2.1 of the company’s Current Report filed on August 22, 2025; that exhibit should contain the full agreement details.

What is Ondas Holdings’ common stock par value and ticker?

Common stock par value is $0.0001 and the company trades under the ticker ONDS on The Nasdaq Stock Market LLC.

Was a closing date or effective date for the transaction disclosed?

No closing or effective date for the transaction is provided in the visible excerpt beyond the agreement date of August 18, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/05/2025 - 08:30 AM Learn about SEC filing dates

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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) August 31, 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 2.01. Completion of Acquisition or Disposition of Assets.

On August 31, 2025, Ondas Holdings Inc. (the “Company”) completed the previously announced acquisition of Apeiro Motion Ltd., a company organized under the laws of the State of Israel (“Apeiro”), pursuant to the Share Purchase Agreement, dated August 18, 2025, by and among the Company, Apeiro, the Apeiro shareholders listed on Schedule A thereto, and Mr. Rotem Lesher, solely in his capacity as the representative, agent and attorneys-in-fact of the Indemnifying Parties (as defined in the Agreement). In accordance with the terms of the Agreement, the Company acquired 100% of the issued and outstanding share capital of Apeiro, for a purchase price of approximately $12.0 million cash (the “Acquisition”).

The foregoing description of the Acquisition and the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements are not required in connection with the Acquisition pursuant to Rule 3-05(b) of Regulation S-X.

(b) Pro forma financial information is not required in connection with the Acquisition pursuant to Article 11 of Regulation S-X.

(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit No.		Description
2.1*		Share Purchase Agreement, by and amount the Company, Apeiro Motion Ltd., and Mr. Rotem Lesher, solely in his capacity as the representatives, agents and attorneys-in-fact of the Indemnifying Parties, dated August 18, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

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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: September 5, 2025	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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