Ondas Holdings Inc. Completes Acquisition, Enters New Agreement

Ticker: ONDS · Form: 8-K · Filed: Oct 3, 2025 · CIK: 1646188

Sentiment: neutral

Topics: acquisition, definitive-agreement, financial-obligation

TL;DR

Ondas just closed a deal and signed a new agreement, expect news soon.

AI Summary

Ondas Holdings Inc. announced on September 29, 2025, the completion of an acquisition. The company also entered into a material definitive agreement and created a direct financial obligation. Specific details regarding the acquisition, agreement, and financial obligation were filed with the SEC.

Why It Matters

This filing indicates significant corporate activity for Ondas Holdings Inc., including expansion through acquisition and new financial commitments, which could impact its future growth and financial standing.

Risk Assessment

Risk Level: medium — Acquisitions and new financial obligations inherently carry risks related to integration, performance, and financial strain.

Key Players & Entities

FAQ

What was the nature of the material definitive agreement entered into by Ondas Holdings Inc.?

The filing indicates the entry into a material definitive agreement, but specific details are not provided in this summary.

What assets were acquired or disposed of in the completion of the acquisition?

The filing confirms the completion of an acquisition or disposition of assets, but the specifics of the assets involved are not detailed here.

What is the direct financial obligation or off-balance sheet arrangement created by Ondas Holdings Inc.?

The report states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the details are not specified in this summary.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on September 29, 2025.

What is the state of incorporation for Ondas Holdings Inc.?

Ondas Holdings Inc. is incorporated in Nevada.

Filing Stats: 1,010 words · 4 min read · ~3 pages · Grade level 10.1 · Accepted 2025-10-03 09:41:23

Key Financial Figures

Filing Documents

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.

01. Completion of Acquisition

Item 2.01. Completion of Acquisition or Disposition of Assets. On October 1, 2025, Ondas Holdings Inc. (the "Company") completed the previously announced acquisition of Smart Precision Optics S.P.O LTD., a company organized under the laws of the State of Israel ("SPO"), pursuant to (i) the Share Purchase Agreement, dated August 20, 2025 (the "SPA"), by and among the Company, SPO, Shamir Investment Entrepreneurship ACS LTD., an agricultural cooperative society organized under the laws of the State of Israel ("Shamir") and (ii) the Side Letter, dated August 20, 2025, by and among the Company, SPO and Shamir (the "Side Letter," together with the SPA, the "Agreement"). The Company previously disclosed the Agreement on the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 26, 2025. In accordance with the terms of the Agreement, the Company acquired (i) 51% of the issued and outstanding share capital of SPO for an aggregate purchase amount of NIS20,000,000.00 (approximately US$5,946,805) and (ii) 51% of the outstanding capital notes of SPO for an aggregate purchase amount of NIS1.00 (approximately US$0.30) (the "Acquisition"). The foregoing description of the Acquisition and the Agreement does not purport to be complete and is qualified in its entirety by the full text of the SPA and the Side Letter, a copy of which are attached hereto as Exhibit 2.1 and Exhibit 2.2, and are 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 September 29, 2025, Ondas Autonomous Systems Inc. ("OAS"), a subsidiary of the Company entered into that certain Letter Agreement, by and among OAS and the signatories thereto, pursuant to which the maturity date of each of the Notes (as defined below) was amended to January 1, 2026. As previously disclosed, (i) on October 10, 2024, OAS entered into that certain Securities Purchase Agreement, by and among OAS and a private investor group, including (i) Privet Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the Company and OAS, pursuant to which the private investor group purchased secured convertible promissory notes from OAS in the aggregate amount of $3.5 million (the "October Notes"), and (ii) on December 30, 2024, OAS entered into that certain Securities Purchase Agreement, by and among OAS and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes from OAS in the aggregate amount of $1.7 million (the "December Notes," together with the October Notes, the "Notes").

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements are not required in connection with the Acquisition pursuant to Rule 3-05(b) of Regulation S-X. (b) Pro forma financial information is not required in connection with the Acquisition pursuant to Article 11 of Regulation S-X. (d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K. Exhibit No. Description 2.1* Share Purchase Agreement, by and amount the Company, Smart Precision Optics S.P.O LTD., and Shamir Investment Entrepreneurship ACS LTD., dated August 20, 2025 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2025). 2.2 Side Letter, by and amount the Company, Smart Precision Optics S.P.O LTD., and Shamir Investment Entrepreneurship ACS LTD., dated August 20, 2025 (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2025). 10.1 Form of OAS Letter Agreement. 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 Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. 1

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: October 3, 2025 ONDAS HOLDINGS INC. By: /s/ Eric A. Brock Eric A. Brock Chief Executive Officer 2

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