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

Rhea-AI Filing Summary

Ondas Holdings Inc. (ONDS) completed the acquisition of a controlling interest in 4M Defense Ltd. on October 29, 2025. The company acquired 70% of the issued and outstanding share capital of Chirokka Holding Ltd., which owns 100% of 4M Defense, under a Share Purchase Agreement dated October 24, 2025.

Consideration consisted of $2,400,000 in cash and 801,068 shares of Ondas common stock. A lock-up applies to 480,641 shares held by Itzik Malka: no sales for 12 months after closing, then up to 12.5% of those shares may be sold each calendar quarter until fully released.

Ondas entered a Registration Rights Agreement with the selling shareholders to register the resale of the issued shares. The share issuance was made as an unregistered sale pursuant to Regulation S and Regulation D. The company states that financial statements and pro forma information are not required for this transaction under Rule 3-05(b) and Article 11 of Regulation S‑X.

Insights

M&A and Capital Markets Analyst

Ondas closed a 70% 4M Defense buy with cash and stock.

Ondas acquired 70% of the holding entity for $2,400,000 cash plus 801,068 shares, securing control of 4M Defense. Paying partly in equity conserves cash while transferring value via stock, a common structure for smaller, strategic acquisitions.

The Registration Rights Agreement permits resale of the issued shares, while the lock-up on 480,641 shares for 12 months, followed by 12.5% quarterly release, staggers potential selling pressure post-closing. The issuance relied on Reg S/Reg D, indicating a private placement framework.

The company notes that financial statements and pro forma data are not required under Rule 3-05(b) and Article 11. Actual share overhang and market impact will depend on holder decisions and the cadence of lock-up releases after 12 months from closing.

false 0001646188 0001646188 2025-10-29 2025-10-29 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) October 29, 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 October 29, 2025, Ondas Holdings Inc. (the “Company”) completed the previously announced acquisition of a controlling interest in 4M Defense Ltd., a company registered in the State of Israel (“4M”), pursuant to the Share Purchase Agreement, dated October 24, 2025 (the “Agreement”), by and among the Company, 4M, Chirokka Holding Ltd., a company registered in the State of Israel (“HoldCo”), Mr. Itzik Malka (“Itzik”), and Mr. Nir Cohen (“Nir”, and jointly with Itzik, the “Shareholders”). HoldCo held 100% of the share capital of 4M. In accordance with the terms of the Agreement, the Company acquired 70% of the issued and outstanding share capital of HoldCo, for a purchase price of (i) $2,400,000 in cash and (ii) 801,068 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in exchange for the HoldCo Shares (the “Acquisition”). Pursuant to the Agreement, Itzik has agreed, subject to certain customary exceptions, not to sell, transfer or dispose of 480,641 shares of Common Stock for a period of twelve (12) months after the closing of the Acquisition, at which time Itzik shall be permitted to sell, transfer or otherwise dispose of, on a calendar quarterly basis, up to twelve and one-half percent (12.5%) of such shares of Common Stock, until all such shares have been released from the lock-up restrictions.

Also on October 29, 2025, the Company entered into a Registration Rights Agreement with the Shareholders to register the resale of the Shares (the “Registration Rights Agreement”).

The foregoing description of the Acquisition, the Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the Agreement and the Registration Rights Agreement, a copy of which are attached hereto as Exhibit 2.1 and Exhibit 10.1, and are incorporated herein by reference.

A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance of the Shares is attached as Exhibit 5.1 hereto.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of Shares in Item 2.01 above is exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation S and Regulation D thereunder.

1

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 among the Company, 4M Defense Ltd., Chirokka Holding Ltd., Mr. Itzik Malka, and Mr. Nir Cohen, dated October 24, 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 October 27, 2025).
5.1		Opinion of Snell & Wilmer L.L.P.
10.1		Registration Rights Agreement, dated October 29, 2025, by and among the Company, Mr. Itzik Malka and Mr. Nir Cohen.
23.1		Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1).
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.

2

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: October 29, 2025	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

3

FAQ

What did ONDS acquire in this 8-K?

Ondas acquired 70% of Chirokka Holding Ltd., which owns 100% of 4M Defense Ltd., completing the transaction on October 29, 2025.

What was the consideration Ondas (ONDS) paid?

Ondas paid $2,400,000 in cash and issued 801,068 shares of its common stock.

Are there lock-up restrictions on the issued shares?

Yes. 480,641 shares held by Itzik Malka are locked for 12 months, then up to 12.5% may be sold each calendar quarter.

Did Ondas provide registration rights to the sellers?

Yes. Ondas entered a Registration Rights Agreement to register the resale of the issued shares.

Under what exemptions were the shares issued?

The issuance was exempt from registration under Regulation S and Regulation D of the Securities Act of 1933.

Are financial statements or pro formas required for this deal?

No. The company states they are not required under Rule 3-05(b) and Article 11 of Regulation S‑X.

What is the trading symbol and exchange for Ondas?

Ondas common stock trades under the symbol ONDS on The Nasdaq Stock Market LLC.