Ondas Holdings Inc. Files 8-K on New Agreements

TL;DR

Ondas Holdings Inc. just filed an 8-K for a new material agreement and financial obligation. Big moves ahead.

AI Summary

On December 3, 2024, Ondas Holdings Inc. filed an 8-K report detailing the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant new financial commitments or agreements for Ondas Holdings Inc., which could impact its financial obligations and operational future.

Risk Assessment

Risk Level: medium — The filing concerns material definitive agreements and financial obligations, which inherently carry financial and operational risks for the company.

Key Players & Entities

• Ondas Holdings Inc. (company) — Registrant
• December 3, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-39761 (company_id) — Commission File Number
• 47-2615102 (tax_id) — IRS Employer Identification No.
• One Marina Park Drive, Suite 1410, Boston, MA 02210 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share ONDS The Nasdaq
• $34.5 million — aggregate original principal amount of $34.5 million (the "Initial Convertible Notes"), purs
• $11.5 million — aggregate original principal amount of $11.5 million (the "2023 Additional Notes"), pursuant
• $4.1 million — aggregate original principal amount of $4.1 million (the "2024 Additional Notes"), which 20
• $3.6 million — roceeds to the Company of approximately $3.6 million. The Company currently intends to use t

Filing Documents

• ea0223339-8k_ondas.htm (8-K) — 37KB
• ea022333901ex4-2_ondas.htm (EX-4.2) — 531KB
• ea022333901ex4-3_ondas.htm (EX-4.3) — 377KB
• ea022333901ex5-1_ondas.htm (EX-5.1) — 14KB
• ea022333901ex5-2_ondas.htm (EX-5.2) — 16KB
• ex5-2_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-105143.txt ( ) — 1350KB
• onds-20241203.xsd (EX-101.SCH) — 3KB
• onds-20241203_lab.xml (EX-101.LAB) — 33KB
• onds-20241203_pre.xml (EX-101.PRE) — 22KB
• ea0223339-8k_ondas_htm.xml (XML) — 4KB

01. Entry Into

Item 1.01. Entry Into a Material Definitive Agreement . As previously disclosed, on October 28, 2022, Ondas Holdings Inc. (the "Company") issued certain 3% Senior Convertible Notes in the aggregate original principal amount of $34.5 million (the "Initial Convertible Notes"), pursuant to a Securities Purchase Agreement, dated October 26, 2022 (the "Original SPA"), by and between the Company and selected institutional investors (the "Investors"), as amended by Amendment No. 1 to Securities Purchase Agreement (the "Amendment") and the Agreement and Waiver, dated July 21, 2023 (the "Waiver," together with the Original SPA and Amendment, the "SPA"). The Initial Convertible Notes were convertible into shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), and were subsequently exchanged by the Company, on a dollar-for-dollar basis, into new 3% Senior Convertible Notes (the "Exchange Notes"). The Exchange Notes are convertible into shares of Common Stock under certain conditions more fully described in the Exchange Notes. The Exchange Notes have a maturity date of April 28, 2025. Additionally, on July 25, 2023, the Company issued certain 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million (the "2023 Additional Notes"), pursuant to the SPA. The 2023 Additional Notes are convertible into shares of Common Stock under certain conditions more fully described in the 2023 Additional Notes. The 2023 Additional Notes have a maturity date of July 25, 2025. On December 3, 2024, pursuant to the terms of the SPA, the Company issued certain 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $4.1 million (the "2024 Additional Notes"), which 2024 Additional Notes are convertible into shares of Common Stock under certain conditions more fully described in the 2024 Additional Notes. The 2024 Additional Notes have an original issue discount of approximately thirteen percent (13

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit No. Description 4.1 Form of 3% Series B-2 Senior Convertible Note (see Exhibit A to the First Supplemental Indenture filed as Exhibit 4.3 to this Current Report on Form 8-K). 4.2 Base Indenture, dated December 3, 2024, between Ondas Holdings Inc. and Wilmington Savings Fund Society, FSB. 4.3 First Supplemental Indenture, dated December 3, 2024, between Ondas Holdings Inc. and Wilmington Savings Fund Society, FSB. 5.1 Opinion of Snell & Wilmer L.L.P. 5.2 Opinion of Akerman LLP. 10.1 Form of Securities Purchase Agreement, dated October 26, 2022, between Ondas Holdings Inc. and the Investors (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on October 26, 2022). 10.2 Form of Amendment No. 1 to Securities Purchase Agreement, dated January 20, 2023, between Ondas Holdings Inc. and the Investors (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on January 20, 2023). 10.3 Form of Agreement and Waiver, dated as of July 21, 2023, by and between Ondas Holdings Inc. and the investor signatory thereto (incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on July 24, 2023). 10.4 Placement Agent Agreement, dated October 26, 2022, between Ondas Holdings Inc. and Oppenheimer & Co. Inc. (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on October 26, 2022). 23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). 23.2 Consent of Akerman LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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. Date: December 3, 2024 ONDAS HOLDINGS INC. By: /s/ Eric A. Brock Eric A. Brock Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR