Ondas Holdings Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Ondas Holdings Inc. just filed an 8-K detailing a material definitive agreement and unregistered equity sales. Big moves happening.

AI Summary

Ondas Holdings Inc. announced on November 13, 2024, that it entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant financial activity for Ondas Holdings Inc., including new obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilutive effects, warranting a medium risk assessment.

Key Players & Entities

• Ondas Holdings Inc. (company) — Registrant
• November 13, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-39761 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock par value $0.0001 ONDS The Nasdaq Stock Market LLC
• $2.07 million — ement"), for an aggregate investment of $2.07 million in Networks (the "Offering"). The Agree
• $0.00001 — 0,082 shares of senior preferred stock, $0.00001 par value per share, at an exercise pri
• $20.65 — alue per share, at an exercise price of $20.65 per share and exercisable commencing on
• $2.93 million — in an aggregate principal amount up to $2.93 million. Each investor in any subsequent closi

Filing Documents

• ea022126801-8k_ondashold.htm (8-K) — 26KB
• ea022126801ex4-1_ondashold.htm (EX-4.1) — 58KB
• ea022126801ex10-1_ondashold.htm (EX-10.1) — 232KB
• 0001213900-24-099108.txt ( ) — 556KB
• onds-20241113.xsd (EX-101.SCH) — 3KB
• onds-20241113_lab.xml (EX-101.LAB) — 33KB
• onds-20241113_pre.xml (EX-101.PRE) — 22KB
• ea022126801-8k_ondashold_htm.xml (XML) — 4KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. The disclosure included in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Creation of a Direct

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On November 13, 2024, Ondas Networks Inc. ("Networks"), a subsidiary of Ondas Holdings Inc. (the "Company"), entered into that certain Securities Purchase Agreement (the "Agreement"), for an aggregate investment of $2.07 million in Networks (the "Offering"). The Agreement was entered into by and among Networks and a private investor group, including Charles & Potomac Capital, LLC (the "Lead Investor"), an entity affiliated with Joseph Popolo, a Board Member of the Company, for the sale of secured convertible promissory notes in the aggregate amount of $2.07 million (the "Notes"). The Notes will (i) bear an interest at a rate of 10% per annum, (ii) have a maturity date of September 30, 2025, (iii) be secured by all assets of Networks, provided however such secured obligation shall be subordinate to that certain secured note, dated September 3, 2024, by and between Networks and the Lead Investor, and (iv) at the option of the Lead Investor, be convertible into securities of Networks at the time of the closing of (A) a Corporate Transaction (as defined in the Note) or (B) a subsequent offering of securities of Networks. Pursuant to the Agreement, Networks issued the private investor group warrants to purchase 50,082 shares of senior preferred stock, $0.00001 par value per share, at an exercise price of $20.65 per share and exercisable commencing on the date of issuance through the fifth anniversary of the date of issuance (the "Warrants," together with the Notes, the "Securities"). Networks may hold one or more subsequent closings at any time prior to January 15, 2025, unless otherwise extended, to sell additional Securities in an aggregate principal amount up to $2.93 million. Each investor in any subsequent closing will be required to represent that, at the time of the applicable closing, it is an accredited investor as defined in Rule 501(

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure included in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Warrant of Ondas Networks Inc. 10.1* Form of Securities Purchase Agreement. 10.2 Form of Convertible Promissory Note (see Exhibit A to the Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K). 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 registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

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. ONDAS HOLDINGS INC. Date: November 15, 2024 By: s/ Eric A. Brock Eric A. Brock Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR