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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 9, 2026
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.) |
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 9, 2026, Ondas Holdings Inc. (the “Company” or “Ondas”) entered into a placement agent agreement (the
“Placement Agent Agreement”) with Oppenheimer & Co. Inc., as representative of the placement agents named in Schedule
I thereto (the “Placement Agents”), relating to the Company’s offering (the “Offering”) of (i) 19,000,000
shares (the “Shares”) of Company common stock, par value $0.0001 per share (“Common Stock”), or (ii) in lieu of
Common Stock, pre-funded warrants (the “Pre-Funded Warrants,” together with the Shares, the “Common Stock Equivalents”)
to purchase up to 41,790,274 shares of Common Stock (the “Pre-Funded Warrant Shares”). The Common Stock Equivalents were accompanied
by warrants (the “Common Warrants,” together with the Pre-Funded Warrants, the “Warrants”) to purchase a total
of 121,580,548 shares of Common Stock (the “Common Warrant Shares,” together with the Pre-Funded Warrant Shares, the “Warrant
Shares”). The Common Stock Equivalents with the accompanying Common Warrants are being sold pursuant to the terms of a Securities
Purchase Agreement, dated January 9, 2026 (the “Securities Purchase Agreement”), by and between the Company and each investor
listed on the Schedule of Buyers attached thereto (the “Investor”) in connection with this Offering.
The
Shares and Warrants shall be offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus that form part
of an effective 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.
The
Offering price for (i) each Share and accompanying Common Warrant to purchase two (2) shares of Common Stock was $16.45 and (ii) each
Pre-Funded Warrant and accompanying Common Warrant to purchase two (2) shares of Common Stock was $16.45 (with all but a nominal exercise
price of $0.0001 per share prepaid as of the issuance date). The Pre-Funded Warrants are immediately exercisable and will expire seven
years from the date of issuance. The Common Warrants have an exercise price of $28.00 per share, are immediately exercisable and will
expire seven years from the date of issuance. The net proceeds to the Company from the Offering are approximately $959.2 million, after
deducting placement agent fees and estimated offering expenses payable by the Company and excluding any proceeds that may be received
from the exercise of the Warrants. If the Common Warrants are fully exercised on a cash basis, the Company has the potential to raise
approximately $3.4 billion in additional gross proceeds. No assurance can be given that any of the Common Warrants will be exercised.
The Company intends to use the net proceeds of the Offering for corporate development and strategic growth, including acquisitions, joint
ventures and investments. The Offering is expected to close on or about January 12, 2026, subject to the satisfaction of customary closing
conditions.
The
Placement Agent Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Placement Agents, 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 Placement
Agent Agreement were made only for purposes of such Placement Agent Agreement and as of specific dates, were solely for the benefit of
the parties to the Placement Agent Agreement and were subject to limitations agreed upon by the contracting parties.
The
Securities Purchase Agreement provides that the obligations of the Investor is subject to certain conditions precedent, including, among
other things, the absence of any material adverse change in the Company's business and the receipt of customary opinions and closing certificates.
The Company established the price following negotiations with prospective investors and with reference to the prevailing market price
of the Common Stock, recent trends in such price and other factors.
The
foregoing summaries of the Securities Purchase Agreement, Placement Agent Agreement, Common Warrant and Pre-Funded Warrant do not purport
to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively,
to this Current Report on Form 8-K (the “Form 8-K”), which are incorporated herein by reference.
A
copy of the opinion of Akerman LLP relating to the legality of the issuance and sale of the Warrants is attached as Exhibit 5.1 hereto.
A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares and the Warrant Shares
is attached as Exhibit 5.2 hereto.
Item 8.01. Other Events.
On
January 9, 2026, 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.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Common Warrant. |
| 4.2 |
|
Form of Pre-Funded Warrant. |
| 5.1 |
|
Opinion of Akerman LLP. |
| 5.2 |
|
Opinion of Snell & Wilmer L.L.P. |
| 10.1 |
|
Form of Securities Purchase Agreement, dated January 9, 2026 by and between Ondas Holdings Inc. and each investor listed on the Schedule of Buyers attached thereto. |
| 10.2 |
|
Placement Agent Agreement, dated January 9, 2026, between Ondas Holdings Inc. and Oppenheimer & Co. Inc., as representative of the placement agents named in Schedule I thereto. |
| 23.1 |
|
Consent of Akerman LLP (included in Exhibit 5.1). |
| 23.2 |
|
Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2). |
| 99.1 |
|
Press Release, dated January 9, 2026. |
| 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 and the exercise of the Common Warrants prior to their expiration. 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: January 12, 2026 |
ONDAS HOLDINGS INC. |
| |
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
