Ondas Holdings Inc. Files 8-K on Material Agreement

TL;DR

Ondas Holdings Inc. just signed a big deal creating a new financial obligation.

AI Summary

On December 17, 2024, Ondas Holdings Inc. filed an 8-K report detailing a material definitive agreement and the creation of a direct financial obligation. The filing indicates the company entered into a new agreement that creates a financial obligation for the registrant.

Why It Matters

This filing signals a significant new financial commitment or agreement for Ondas Holdings Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements and financial obligations can introduce new risks related to performance, repayment, and market conditions.

Key Players & Entities

• Ondas Holdings Inc. (company) — Registrant
• December 17, 2024 (date) — Filing Date

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 "December 3, 2024 Additional Notes
• $10.0 million — ing in gross proceeds to the Company of $10.0 million. The Company currently intends to use t

Filing Documents

• ea0224887-8k_ondashold.htm (8-K) — 40KB
• ea022488701ex4-3_ondashold.htm (EX-4.3) — 374KB
• ea022488701ex5-1_ondashold.htm (EX-5.1) — 14KB
• ea022488701ex5-2_ondashold.htm (EX-5.2) — 16KB
• ex5-2_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-109786.txt ( ) — 721KB
• onds-20241217.xsd (EX-101.SCH) — 3KB
• onds-20241217_lab.xml (EX-101.LAB) — 33KB
• onds-20241217_pre.xml (EX-101.PRE) — 22KB
• ea0224887-8k_ondashold_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. Additionally, on December 3, 2024, the Company issued certain 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $4.1 million (the "December 3, 2024 Additional Notes"), pursuant to the SPA. The December 3, 2024 Additional Notes are convertible into shares of Common Stock under certain conditions more fully described in the December 3, 2024 Additional Notes. The December 3, 2024 Additional Notes have a maturity date of

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 Second 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 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed by the Company with the SEC on December 3, 2024). 4.3 Second Supplemental Indenture, dated December 17, 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 Fil

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 17, 2024 ONDAS HOLDINGS INC. By: /s/ Eric A. Brock Eric A. Brock Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR