Ondas Holdings Inc. Files 8-K with Material Agreements

TL;DR

ONDS filed an 8-K on Oct 7th for Oct 6th events - material agreement entered, FD disclosure, other events, and exhibits.

AI Summary

Ondas Holdings Inc. filed an 8-K on October 7, 2025, reporting on events that occurred on October 6, 2025. The filing indicates an entry into a material definitive agreement, a Regulation FD disclosure, and other events, along with financial statements and exhibits. 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 for Ondas Holdings Inc., potentially involving new agreements that could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can significantly impact a company's stock price, requiring careful investor attention.

Key Players & Entities

• Ondas Holdings Inc. (company) — Registrant
• ZEV Ventures Inc. (company) — Former company name
• October 6, 2025 (date) — Earliest event date reported
• October 7, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock par value $0.0001 ONDS The Nasdaq Stock Market LLC
• $11.50 — hase two (2) shares of Common Stock was $11.50 and (ii) each Pre-Funded Warrant and ac
• $20.00 — mmon Warrants have an exercise price of $20.00 per share, are exercisable upon the Com
• $407.2 m — any from the Offering are approximately $407.2 million, after deducting underwriting dis
• $1.5 billion — as the potential to raise approximately $1.5 billion in additional gross proceeds. No assura
• $843 million — ompany's cash balance was approximately $843 million and shares of Common Stock outstanding

Filing Documents

• ea0260462-8k_ondas.htm (8-K) — 37KB
• ea026046201ex1-1_ondas.htm (EX-1.1) — 502KB
• ea026046201ex5-1_ondas.htm (EX-5.1) — 14KB
• ea026046201ex5-2_ondas.htm (EX-5.2) — 17KB
• ea026046201ex99-1_ondas.htm (EX-99.1) — 11KB
• ea026046201ex99-2_ondas.htm (EX-99.2) — 9KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-097080.txt ( ) — 909KB
• onds-20251006.xsd (EX-101.SCH) — 3KB
• onds-20251006_lab.xml (EX-101.LAB) — 33KB
• onds-20251006_pre.xml (EX-101.PRE) — 22KB
• ea0260462-8k_ondas_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 6, 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 offering (the "Offering") of (i) 19,560,000 shares (the "Shares") of Company common stock, par value $0.0001 per share ("Common Stock"), or (ii) in lieu of Common Stock, pre-funded warrants (the "Pre-Funded Warrants," together with the Shares, the "Common Stock Equivalents") to purchase up to 17,400,000 shares of Common Stock (the "Pre-Funded Warrant Shares"). The Common Stock Equivalents were accompanied by warrants (the "Common Warrants," together with the Pre-Funded Warrants, the "Warrants") to purchase a total of 73,920,000 shares of Common Stock (the "Common Warrant Shares," together with the Pre-Funded Warrant Shares, the "Warrant Shares"). The Shares and Warrants were offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus that form part of an effective 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 October 7, 2025, the Company closed the Offering and issued the Shares and Warrants. The Offering price for (i) each Share and accompanying Common Warrant to purchase two (2) shares of Common Stock was $11.50 and (ii) each Pre-Funded Warrant and accompanying Common Warrant to purchase two (2) shares of Common Stock was $11.50 (with a nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date). The Pre-Funded Warrants are immediately exercisable and will expire seven years from the date of issuance. The Common Warrants have an exercise price of $20.00 per share, are exercisable upon the Compa

01. Other Events

Item 8.01. Other Events. On October 6, 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 October 7, 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. 1

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated October 6, 2025, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto. 4.1 Form of Common Warrant (see Exhibit C to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K). 4.2 Form of Pre-Funded Warrant (see Exhibit B to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K). 5.1 Opinion of Akerman LLP. 5.2 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Akerman LLP (included in Exhibit 5.1). 23.2 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2). 99.1 Press Release, dated October 6, 2025. 99.2 Press Release, dated October 7, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

Forward Looking 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 and the exercise of the Common Warrants prior to their expiration. 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 statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors" discussed under 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: October 7, 2025 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