Ondas Holdings Inc. SEC Filings

Ondas Holdings Inc. described a planned exchange of securities in its subsidiary Ondas Autonomous Systems (OAS) into Ondas common stock. OAS previously issued $5.2 million of convertible notes and warrants for 3,616,071 shares of OAS common stock to a private investor group that includes entities affiliated with current and former directors. As of December 12, 2025, elections from most holders would lead Ondas to own about 99% of OAS on a fully diluted basis and issue an estimated 6,887,150 Ondas common shares; full participation would result in 100% ownership and about 7,325,914 new shares. The company expects to record in the fourth quarter ending December 31, 2025 a one-time, non-cash charge estimated at approximately $56.6 million to $60.5 million related to this exchange.

Ondas Holdings Inc. reports that director Ron Stern has resigned from its board of directors, effective December 12, 2025. The company states that his resignation was not the result of any disagreement with Ondas on matters related to its operations, policies, or practices. In connection with his departure, the Directorship Agreement between Ondas Holdings and Mr. Stern dated January 6, 2025 was terminated effective immediately. His resignation letter is included as Exhibit 99.1.

Ondas Holdings Inc. (ONDS) director Form 4 filing reports a large option exercise and sale. On 11/26/2025, the reporting person exercised stock options for 850,000 shares of common stock at an exercise price of $2.69 per share and then sold 850,000 shares of common stock at a weighted average price of $7.9123 per share. After these transactions, the reporting person reported owning 0 shares of common stock directly and 2,026,944 stock options with a $2.69 exercise price.

The stock options were originally granted on 01/07/2025 for 2,876,944 shares with a $2.69 exercise price and an expiration date of 01/07/2030. The vesting schedule tied vesting to time-based service as a director and a valuation milestone where the Company’s average share price reached $5.00 or more, and the options are reported as fully vested and exercisable as of the report date.

Ondas Holdings Inc. entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding share capital of Robo-Team Holdings Ltd, an Israeli company. At closing, Ondas will pay an aggregate cash consideration of $80,000,000, subject to adjustments, in exchange for all Robo-Team shares.

Completion of the deal depends on several conditions, including Robo-Team shareholder consent, required approvals, consents or waivers from governmental entities, no blocking court orders, no significant third-party litigation challenging the transaction, and no material adverse effect on Robo-Team or its subsidiaries. The Agreement can be terminated by mutual consent, if closing has not occurred by December 31, 2025 with a possible 45-day extension for pending governmental approvals, or if a final, non-appealable governmental order prevents closing.

Ondas also issued an investor fact sheet and a press release about the acquisition, which are furnished as exhibits and not deemed filed for Exchange Act liability purposes.

Ondas Holdings Inc. filed a Form S-8 to register an additional 35,000,000 shares of common stock for issuance under its 2021 Stock Incentive Plan, as amended. The board had earlier approved, and stockholders later confirmed at the 2025 Special Meeting, an increase in the plan’s share authorization from 26,000,000 to 61,000,000 shares of common stock. The company previously registered an aggregate of 26,000,000 shares for this plan on earlier S-8 filings, and this new filing covers only the incremental shares. The plan is a management compensatory arrangement used to grant equity awards to employees, directors, and other eligible participants.

Ondas Holdings Inc. reported results of a special shareholder meeting where investors approved two major capital structure changes. Stockholders voted to amend the company’s Articles of Incorporation to increase the number of authorized common shares from 400,000,000 to 800,000,000, providing a much larger pool of shares the company can issue in the future. They also approved an amendment to the 2021 Stock Incentive Plan, raising the shares of common stock available under the plan from 26,000,000 to 61,000,000, significantly expanding the equity available for employee and director compensation. Both measures received strong shareholder support based on the reported vote totals.

Ondas Holdings Inc. has made a strategic minority investment of $35 million in PDW Holdings, Inc., a veteran-led defense-technology engineer and manufacturer of advanced robotics for mission-critical national security missions.

The investment was completed on November 19, 2025, and was announced via press release on November 20, 2025. Ondas is highlighting this as a strategic move, indicating that PDW’s advanced robotics capabilities may be important to its broader defense and national security technology focus.

Ondas Holdings Inc. (ONDS) has scheduled a Special Meeting of Stockholders for November 20, 2025, at 10:00 a.m. Eastern Time at One Marina Park Drive, Suite 1410, Boston, MA 02210. Stockholders will consider and vote on a charter amendment proposal and an incentive plan amendment proposal, as described in the definitive proxy statement filed on October 20, 2025.

Only stockholders of record as of October 8, 2025 are entitled to vote at the meeting, either in person or by proxy. Proxies already submitted remain valid for the postponed meeting unless revoked, so most investors do not need to take further action. Stockholders who want help voting or changing their proxy can contact the company’s proxy solicitor, Alliance Advisors, LLC, at (855) 325-6668.

Ondas Holdings Inc. (ONDS) announced that its Special Meeting of Stockholders, originally scheduled for November 18, 2025, has been postponed to November 25, 2025, at 10:00 a.m. Eastern Time. The meeting will still be held at the company’s offices at One Marina Park Drive, Suite 1410, Boston, MA 02210. Only shareholders of record as of October 8, 2025 are entitled to vote at the rescheduled meeting. Proxies already submitted remain valid and will be voted at the postponed meeting unless properly revoked, so stockholders who have already voted are not required to take additional action. Stockholders who need help voting or submitting proxies can contact the company’s proxy solicitor, Alliance Advisors, LLC, by telephone.