Ondas Holdings INC. 8-K Filing

Ticker: ONDS · Form: 8-K · Filed: Nov 25, 2025 · CIK: 1646188

Sentiment: neutral

Filing Stats: 1,083 words · 4 min read · ~4 pages · Grade level 12.4 · Accepted 2025-11-25 09:27:57

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 23, 2025, Ondas Holdings Inc. (the "Company" or "Ondas") entered into a Share Purchase Agreement (the "Agreement"), by and among the Company, Robo-Team Holdings Ltd, a company organized under the laws of the State of Israel (the "Robo-Team"), the Robo-Team shareholders (the "Company Shareholders"), and Mr. Yossi Wolf, of 10 Hankin St., Tel Aviv, solely in his capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (the "Shareholders' Agent"). The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, the Company will acquire 100% of the issued and outstanding share capital ("Robo-Team Shares") of Robo-Team (the "Acquisition"). At the closing of the Acquisition, upon the terms and subject to the conditions set forth in the Agreement, the Company shall pay an aggregate amount of $80,000,000 in cash, subject to certain adjustments as set forth in the Agreement, in exchange for the Robo-Team Shares. Each of the Company, Robo-Team, and the Company Shareholders has provided customary representations, warranties and covenants in the Agreement. The completion of the Acquisition is subject to various closing conditions, including (a) the requisite shareholder consent of Robo-Team being obtained, (b) the requisite Governmental Entity (as defined in the Agreement) approvals, consents and/or waivers being obtained, (c) the absence of any applicable order (whether temporary, preliminary or permanent) in effect which prohibits the consummation of the Acquisition, (d) the absence of any threatened, instituted or pending lawsuit, litigation, claims, investigations or other proceedings by any third party challenging or seeking the recovery of a material amount of damages in connection with Acquisition or seeking to prohibit or limit the exercise by the Company of any material right pertaining to ownership of the Robo-Team Shares, and (e) th

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 25, 2025, the Company issued an investor fact sheet regarding the Acquisition. A copy of the fact sheet is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Also, on November 25, 2025, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information furnished pursuant to this

01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities

Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Share Purchase Agreement, by and amount the Company, Robo-Team Holdings Ltd, the Robo-Team shareholders, and Mr. Yossi Wolf, solely in his capacity as the representative, agent and attorney-in-fact of the Indemnifying Partie, dated November 23, 2025. 99.1 Fact Sheet, dated November 25, 2025. 99.2 Press Release, dated November 25, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and Exhibits 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: November 25, 2025 ONDAS HOLDINGS INC. By: /s/ Eric A. Brock Eric A. Brock Chief Executive Officer 2

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