Ondas Holdings Inc. SEC Filings

Ondas Holdings Inc. (ONDS) completed its acquisition of Israeli company Sentry CS Ltd on November 17, 2025. The deal values Sentry at an aggregate purchase price of $225,000,000, made up of $125,000,000 in cash and up to $100,000,000 in Ondas common stock. Of the cash portion, $117,500,000 was paid at closing, with three deferred cash payments of $2,500,000 each scheduled after 45, 60 and 120 days from closing. At closing, Ondas issued shares valued at approximately $29,400,000 (4,096,700 shares) and may issue additional shares valued at up to $22,500,000 on each of the three future dates, although it can choose to pay those amounts in cash instead.

The sellers face daily trading limits, collectively capped at 10% of the average daily trading volume for Ondas stock. Ondas also entered into a registration rights agreement to file prospectus supplements allowing the sellers to resell both the issued shares and any additional stock consideration, and the equity issuances are structured to qualify for exemptions under Regulation S and Regulation D.

Ondas Holdings Inc. is registering 4,096,700 shares of its Common Stock for resale by selling stockholders. These shares were issued as part of the acquisition of 100% of the share capital of Sentry CS Ltd. On the November 17, 2025 closing date, Ondas paid $117,500,000 in cash and issued these shares, and it agreed to pay an additional $7,500,000 in cash plus additional Common Stock valued at $22,500,000 in later installments, which may be paid in cash at the company’s discretion. All proceeds from any sale of the registered shares will go to the selling stockholders, not to Ondas. The selling stockholders are subject to a trading limitation that caps daily sales at 10% of the average daily trading volume over the prior 10 trading days. Ondas’ Common Stock trades on the Nasdaq Capital Market under the symbol ONDS and last closed at $7.18 on November 14, 2025.

Ondas Holdings Inc. (ONDS) filed an 8-K/A to correct clerical errors in the cash operating expenses reconciliation table from its November 13, 2025 earnings materials for the quarter ended September 30, 2025. The amended table shows cash operating expenses of $11,603,128 for Q3 2025 and $7,169,381 for Q3 2024. For the nine months ended September 30, cash operating expenses were $30,101,382 in 2025 and $21,091,553 in 2024. The company states no other changes were made to the prior report or the earnings release.

Ondas Holdings (ONDS) reported Q3 2025 results showing sharp top-line growth and a materially stronger balance sheet. Revenue reached $10.1 million, up from $1.5 million a year ago, with gross profit of $2.6 million. Operating loss was $15.5 million, while other income included an unrealized gain on investments of $6.9 million and $2.0 million of interest income, resulting in a net loss attributable to common stockholders of $8.8 million versus $10.7 million in the prior-year quarter.

Cash ended strong at $432.8 million (cash, cash equivalents and restricted cash of $433.4 million), driven primarily by equity financings; cash provided by financing activities was $448.2 million year-to-date. Total assets were $550.2 million against total liabilities of $39.8 million, and convertible notes declined significantly from year-end, reflecting conversions. For the first nine months, revenue was $20.6 million versus $3.1 million last year. Q3 revenue was concentrated, with one customer representing 90% and Israel accounting for $9.36 million of quarterly revenue. The company also closed the acquisition of Apeiro Motion Ltd. on August 31, 2025.

Ondas Holdings Inc. filed a current report to share that it issued a press release with its financial and operating results for the third quarter ended September 30, 2025. On November 13, 2025, the company also prepared a slide presentation with supplemental information about these third-quarter results. Both the press release and the presentation are being furnished as exhibits, meaning they provide an update on recent performance but are not treated as part of the company’s formally filed financial statements under securities laws.

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.