Ondas Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On June 9, 2025, Ondas Holdings Inc. (the “Company” or “Ondas”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as sole underwriter (the “Underwriter”), relating to the Company’s underwritten public offering (the “Offering”) of 22,400,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (“Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,600,000 shares of Common Stock (the “Pre-Funded Warrant Shares”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 30-day option (the “Option”) to purchase an additional 4,800,000 shares of Common Stock (the “Option Shares,” and together with the Firm Shares, the “Shares”). On June 10, 2025, the Underwriter exercised the Option in full.
The Shares and Pre-Funded 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-3 (File No. 333-286642), which was filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2025 and was declared effective on April 25, 2025.
On June 11, 2025, the Company closed the Offering and issued the Shares and Pre-Funded Warrants. The public offering price for each Share was $1.25 and the public offering price for each Pre-Funded Warrant was $1.2499. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are immediately exercisable and will expire three years from the date of issuance. The net proceeds to the Company are approximately $42.8 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 general corporate purposes, including funding capital expenditures and providing working capital.
The Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and were subject to limitations agreed upon by the contracting parties.
The foregoing summaries of the Underwriting Agreement and the Pre-Funded Warrant do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K (the "Form 8-K"), which are incorporated herein by reference.
A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrant Shares is attached as Exhibit 5.1 hereto. A copy of the opinion of Akerman LLP relating to the legality of the issuance and sale of the Pre-Funded Warrants is attached as Exhibit 5.2 hereto.
Item 8.01. Other Events.
On June 9, 2025, the Company issued a press release announcing the launch of the Offering. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Also, on June 10, 2025, the Company issued a press release announcing the pricing of the Offering. The press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
On June 11, 2025, the Company issued a press release announcing the closing of the Offering. The press release is attached as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated June 9, 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 Pre-Funded Warrant. | |
| 5.1 | Opinion of Snell & Wilmer L.L.P. | |
| 5.2 | Opinion of Akerman LLP. | |
| 23.1 | Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). | |
| 23.2 | Consent of Akerman LLP (included in Exhibit 5.2). | |
| 99.1 | Press Release, dated June 9, 2025. | |
| 99.2 | Press Release, dated June 10, 2025. | |
| 99.3 | Press Release, dated June 11, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward Looking Statements
Statements made in this Current 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 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.
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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: June 11, 2025 | ONDAS HOLDINGS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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