Ondas Holdings INC. 8-K Filing

Key Financial Figures

• $0.0001 — ich registered Common Stock par value $0.0001 ONDS The Nasdaq Stock Market LLC
• $5.2 million — aggregate original principal amount of $5.2 million (the "Notes") to a private investor gro
• $56.6 million — currently estimated to be approximately $56.6 million. Item 9.01. Financial Statements and E

Filing Documents

• ea0269970-8k_ondas.htm (8-K) — 29KB
• ea026997001ex5-1_ondas.htm (EX-5.1) — 13KB
• ea026997001ex10-1_ondas.htm (EX-10.1) — 75KB
• 0001213900-25-122822.txt ( ) — 304KB
• onds-20251217.xsd (EX-101.SCH) — 3KB
• onds-20251217_lab.xml (EX-101.LAB) — 33KB
• onds-20251217_pre.xml (EX-101.PRE) — 22KB
• ea0269970-8k_ondas_htm.xml (XML) — 4KB

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, in 2024 Ondas Autonomous Systems Inc. ("OAS"), a subsidiary of Ondas Holdings Inc. (the "Company"), issued (i) convertible promissory notes in the aggregate original principal amount of $5.2 million (the "Notes") to a private investor group, including (a) Privet Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the Company and sole director and Co-Chief Executive Officer of OAS ("Privet"), and (b) Charles & Potomac Capital, LLC, an entity affiliated with a former director of the Company ("C&P"), and (ii) warrants (the "Warrants") to purchase an aggregate of 3,616,071 shares of OAS common stock, $0.0001 par value per share (the "OAS Common Stock"), to a private investor group, including C&P. On December 17, 2025, the Company and OAS entered into exchange agreements (collectively, the "Exchange Agreements"), by and between the Company, OAS and certain holders of the Notes, Warrants, and OAS Common Stock issued by virtue of previously exercised Warrants (collectively, the "Holders"), pursuant to which the Holders converted their Notes and/or exercised their Warrants on a cashless basis into shares of OAS Common Stock and promptly thereafter exchanged such shares of OAS Common Stock (including those shares previously issued by virtue of previously exercised Warrants) for shares of common stock, par value $0.0001 per share ("ONDS Common Stock"), of the Company (the "Exchange"). At each Holder's election, the Holder could elect to defer the closing of the Exchange to January 5, 2026, as the Company and the Holder may agree. Seven of the eleven Holders that elected to participate in the Exchange, elected to defer their closing to January 5, 2026. Pursuant to the Exchange Agreements, (i) on December 17, 2025 we issued 5,299,482 shares of ONDS Common Stock to certain Holders and (ii) on January 5, 2026, we will issue approximately 2,389,203 shares of

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Also, the Company has updated its preliminary analysis of the impact of the Exchange and as a result the Company expects that it will record in the fourth quarter ending December 31, 2025 a one-time, non-cash charge, which will be reflected in the Company's Consolidated Statements of Operations for the year ending December 31, 2025. After giving effect to the Exchange, the non-cash charge is currently estimated to be approximately $56.6 million.

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit No. Description 5.1 Opinion of Snell & Wilmer L.L.P. 10.1 Form of Exchange Agreement, dated December 17, 2025. 23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: December 17, 2025 ONDAS HOLDINGS INC. By: /s/ Neil Laird Neil Laird Chief Financial Officer 2

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View this 8-K filing on SEC EDGAR