Ondas Holdings Inc. Files 8-K with Material Agreements

TL;DR

ONDS filed an 8-K on Sep 9, 2025, reporting material definitive agreements and other events.

AI Summary

Ondas Holdings Inc. filed an 8-K on September 10, 2025, reporting on a material definitive agreement and other events. The filing includes financial statements and exhibits, with the report date being September 9, 2025. The company, formerly ZEV Ventures Inc., is incorporated in Nevada and headquartered in Boston, MA.

Why It Matters

This 8-K filing signals significant corporate activity or agreements by Ondas Holdings Inc., which could impact its business operations, financial standing, or stock performance.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility, but the specific nature of the agreements is not detailed here.

Key Players & Entities

• Ondas Holdings Inc. (company) — Registrant
• ZEV VENTURES INC. (company) — Former company name
• September 9, 2025 (date) — Date of earliest event reported
• September 10, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Boston, MA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock par value $0.0001 ONDS The Nasdaq Stock Market LLC
• $5.00 — . The offering price for each Share was $5.00. The net proceeds to the Company from t
• $217 m — any from the Offering are approximately $217 million, after deducting underwriting dis

Filing Documents

• ea0256750-8k_ondas.htm (8-K) — 30KB
• ea025675001ex1-1_ondas.htm (EX-1.1) — 193KB
• ea025675001ex5-1_ondas.htm (EX-5.1) — 13KB
• ea025675001ex99-1_ondas.htm (EX-99.1) — 8KB
• ea025675001ex99-2_ondas.htm (EX-99.2) — 7KB
• 0001213900-25-086533.txt ( ) — 478KB
• onds-20250909.xsd (EX-101.SCH) — 3KB
• onds-20250909_lab.xml (EX-101.LAB) — 33KB
• onds-20250909_pre.xml (EX-101.PRE) — 22KB
• ea0256750-8k_ondas_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 9, 2025, Ondas Holdings Inc. (the "Company" or "Ondas") entered into an underwriting agreement (the "Underwriting Agreement") with Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto (the "Underwriters"), relating to the Company's underwritten registered direct offering (the "Offering") of 40,000,000 shares (the "Firm Shares") of its common stock, par value $0.0001 per share ("Common Stock"). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option (the "Option") to purchase an additional 6,000,000 shares of Common Stock (the "Option Shares," and together with the Firm Shares, the "Shares"). On September 9, 2025, the Underwriters exercised the Option in full. The Shares were offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus that form part of an effective automatic shelf registration statement on Form S-3ASR (File No. 333-290121), which was filed with the Securities and Exchange Commission (the "SEC") and automatically became effective upon filing on September 9, 2025. On September 10, 2025, the Company closed the Offering and issued the Shares. The offering price for each Share was $5.00. The net proceeds to the Company from the Offering are approximately $217 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for corporate development and strategic growth, including acquisitions, joint ventures, and investments. The Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

01. Other Events

Item 8.01. Other Events. On September 9, 2025, the Company issued a press release announcing the pricing of the Offering. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. On September 10, 2025, the Company issued a press release announcing the closing of the Offering. The press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated September 9, 2025, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto. 5.1 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). 99.1 Press Release, dated September 9, 2025. 99.2 Press Release, dated September 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

Forward Looking Statements

Forward Looking Statements Report on Form 8-K that are not statements of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the intended use of net proceeds of the offering. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties relate, among other things, to fluctuations in our stock price and changes in market conditions. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law. 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: September 10, 2025 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