Ondas Hldgs Inc SEC Filings

Ondas Holdings (ONDS) reported an executive addition. The company named Maj. Gen. (Ret.) Yoav Har-Even, former President & CEO of Rafael Advanced Defense Systems Ltd., to the Advisory Board of Ondas Autonomous Systems. The announcement was made on November 10, 2025.

The move adds senior defense-sector experience to Ondas’ autonomous systems business. A press release detailing the appointment is included as Exhibit 99.1.

Ondas Holdings (ONDS) signed a Share Purchase Agreement to acquire 100% of Israel-based Sentry CS Ltd., a provider of Cyber-over-RF and counter‑UAS technology. The transaction totals $225,000,000, comprised of $125,000,000 in cash and $100,000,000 in Ondas common stock, with the company able to pay any portion of the stock consideration in cash at its discretion.

Cash payments include $117,500,000 at closing and $7,500,000 paid in three installments at 45, 60, and 120 days after closing. The stock consideration is scheduled as $32,500,000 at closing and $22,500,000 at each of the 45‑, 60‑, and 120‑day dates. Shares issued will be covered by a resale registration to be entered at closing. Completion is subject to customary approvals, absence of injunctions and material adverse effects, and Sentry shareholder consent. The deal is expected to close in November 2025, with termination rights if not closed by December 31, 2025, and a limited 45‑day extension for governmental approvals.

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.

Ondas Holdings Inc. filed a prospectus supplement to register the resale of 801,068 shares of common stock by selling stockholders. All sale proceeds will go to the selling stockholders; the company will not receive proceeds.

The Shares were issued as part of Ondas’ acquisition of 70% of Chirokka Holding Ltd. (owner of 4M Defense Ltd.) on October 29, 2025, for $2,400,000 in cash plus these shares. A lock‑up applies to 480,641 shares held for the benefit of Yitzhak Malka for 12 months, then up to 12.5% of those shares may be sold each calendar quarter until fully released.

Holders may sell on Nasdaq or privately at market, fixed, varying, or negotiated prices. Examples include IBI Trust for the benefit of Nir Cohen 80,107 and IBI Trust for the benefit of Yitzhak Malka 240,320. Shares outstanding were 367,648,767 as of October 27, 2025; this is a baseline figure, not the amount being offered.

Ondas Holdings Inc. (ONDS) announced the acquisition of a controlling interest in Insight Intelligent Sensors, an Israeli developer of AI‑driven electro‑optical sensing systems. The company also furnished an investor fact sheet and issued a press release detailing the transaction.

The investor fact sheet was furnished under Regulation FD, and the press release was attached as an exhibit. These materials provide background on the acquisition and the target’s technology focus.

Ondas Holdings Inc. entered into a Share Purchase Agreement to acquire 70% of Chirokka Holding Ltd. (which owns 100% of 4M Defense Ltd.). At closing, the consideration will be $2,400,000 in cash and 801,068 shares of common stock.

The agreement includes a lock-up on 480,641 shares held by Itzik Malka for 12 months after closing, followed by the ability to sell up to 12.5% of those shares each calendar quarter. Between January 1, 2026 and December 31, 2027, Ondas has a call option—and Nir Cohen has a put option—for Ondas to acquire Nir’s remaining HoldCo stake, with consideration payable in cash or, at Ondas’s discretion, in common stock.

Closing is subject to customary approvals and the absence of proceedings preventing the deal, with a long-stop date of December 8, 2025. The acquisition is expected to close in Q4 2025. The share issuance will be unregistered and exempt under Regulation S and Regulation D, and the issued shares are to be registered for resale via a resale registration statement at closing.

Ondas Holdings, Inc. seeks shareholder approval at a Special Meeting for two primary items: (1) a Charter Amendment to increase authorized Common Stock from 400,000,000 to 800,000,000, and (2) an Incentive Plan Amendment to add shares to the 2021 Stock Incentive Plan. The preliminary proxy describes voting methods (internet, phone, mail, in-person with ID or legal proxy for street-name holders) and typical corporate purposes for new shares, including acquisitions, partnerships, and general corporate needs. Executive compensation tables show named executive officer totals and components, including a PEO total compensation of $222,318 in 2023 and plan history noting the 2021 Plan was expanded to 11,000,000 shares on November 18, 2024. Beneficial ownership data report 349,168,983 shares outstanding for percentage calculations.

Ondas Holdings, Inc. (ONDS) filed a prospectus supplement to offer Pre-Funded Warrants paired with Common Warrants at a combined price of $11.50 per unit, producing aggregate proceeds of approximately $408,036,660 from the offering price shown and with an underwriting commission equal to 4.0% of gross proceeds. The underwriters' per-warrant underwriting discount is shown as $0.46, and the filing discloses potential additional gross proceeds of approximately $1.5 billion if all Pre-Funded Warrants and Common Warrants are exercised for cash.

The supplement lists existing dilutive instruments including convertible notes convertible into 30,549,398 shares, outstanding options, warrants and restricted stock units, and reserved shares for equity plans. Reported consolidated liabilities include total liabilities of $39,292,810 and redeemable noncontrolling interest of $21,836,812. The company states it intends to use net proceeds for corporate development and strategic growth, including acquisitions, joint ventures and investments, and warns there is no established public trading market for the offered warrants, limiting their liquidity.