Ondas Holdings Inc. SEC Filings

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. entered into an underwriting agreement with Oppenheimer & Co. and completed an underwritten equity offering of common stock or pre-funded warrants bundled with common stock warrants. The deal priced each share (or pre-funded warrant) plus accompanying common warrant at $11.50, delivering approximately $407.2 million in net proceeds. The securities include warrants to purchase 73,920,000 shares at an exercise price of $20.00 per share, which become exercisable after stockholders approve an increase in authorized common shares and may be cash settled after January 31, 2026 if stock is unavailable. If all common warrants are fully exercised for cash, Ondas could raise about $1.5 billion in additional gross proceeds, which it plans to use for corporate development and strategic growth, including acquisitions, joint ventures and investments. As of October 7, 2025, cash was about $843 million and common shares outstanding were 349,130,176, including the newly issued shares.

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.

Ondas Holdings, Inc. (ONDS) filed a preliminary prospectus supplement describing an offering of Common Stock, Pre-Funded Warrants and accompanying Common Warrants. The document discloses there is no established public trading market for the Common Warrants or Pre-Funded Warrants and the company does not intend to list them on NASDAQ or another exchange, which will limit liquidity for those instruments. Financial items shown include Current Liabilities of $31,489,515, Total Liabilities of $39,292,810 and a Redeemable noncontrolling interest of $21,836,812. The filing lists 30,549,398 shares issuable upon conversion of senior convertible notes and multiple other dilutive instruments (stock options, warrants, RSUs, and equity plan reserves).

The prospectus supplement sets out the broad mechanics for debt securities, warrants and units, trustee and indemnification provisions, permitted distribution methods, and underwriting arrangements naming lead managers including Stifel and Needham. Several customary market-stabilizing activities and U.K. FSMA compliance statements are included. The filing incorporates multiple prior periodic reports and Form 8-Ks through October 3, 2025.

Ondas Holdings, Inc. (ONDS) filed an 8-K reporting a material agreement and related documents. The filing references a Share Purchase Agreement and a Side Letter dated August 20, 2025 between the company, Smart Precision Optics S.P.O LTD. and Shamir Investment Entrepreneurship ACS LTD., which are incorporated by reference to exhibits of a Current Report filed August 26, 2025. The 8-K also lists a Form of OAS Letter Agreement and an interactive cover page. The filing is signed by Eric A. Brock, Chief Executive Officer, with a filing date of October 3, 2025. The document does not disclose transaction amounts, financial terms, or operational impact in the text provided.

Ondas Holdings Inc. filed a current report to share that its Chief Executive Officer, Eric Brock, was quoted in a press release issued by Kopin Corporation. The statement relates to Ondas Holdings’ recent investment in Kopin, which develops application-specific optical systems and high-performance microdisplays. The Kopin press release dated September 29, 2025 is provided as an exhibit for investors who want the full context of the CEO’s comments.

Ondas Holdings Inc. reported that Brigadier General Patrick Huston, U.S. Army (ret.), has joined the advisory board of its subsidiary Ondas Autonomous Systems Inc. The company announced this appointment in a press release dated September 23, 2025, which is included with the report as an exhibit.

Ondas Holdings Inc. filed a current report to share information about a recent communication related to its investment in LightPath Technologies, Inc. On September 15, 2025, Chief Executive Officer Eric Brock was quoted in connection with this investment, highlighting Ondas’s involvement with LightPath, which provides next-generation optics and imaging systems for defense and commercial uses. The filing makes this information broadly available to the market by furnishing LightPath’s press release as an exhibit.