Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-252571 and 333-268014
PROSPECTUS SUPPLEMENT
(To the Prospectus dated February 5, 2021)
$11,500,000
ONDAS
HOLDINGS INC.
3% SERIES B-2
SENIOR CONVERTIBLE NOTES DUE 2025
We are offering 3% Series
B-2 senior convertible notes due 2025 in the aggregate original principal amount of $11,500,000 (the “Notes”), which Notes
are convertible into shares of our common stock under certain conditions more fully described below. The Notes have an original issue
discount of approximately thirteen percent (13%) resulting in gross proceeds to the Company of $10.0 million. The Notes are being sold
pursuant to the terms of a Securities Purchase Agreement, dated October 26, 2022, as amended, modified, or waived from time to time, between
us and each investor in connection with this offering (the “Securities Purchase Agreement”). This prospectus supplement covers
up to 30,525,545 shares of common stock issuable from time to time upon conversion or otherwise under the
Notes.
The Notes will be issued pursuant
to that certain Base Indenture, dated January 20, 2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the
“Trustee”) and that certain Second Supplemental Indenture, dated July 25, 2023, by and between the Company and the Trustee.
Upon our filing of an additional
prospectus supplement and supplemental indenture, if elected by the initial purchasers of Notes, we may consummate additional closings
of up to an additional $34,500,000 in aggregate principal amount of 3% senior convertible notes due two years after the date of issuance
(the “Additional Notes”) pursuant to the Securities Purchase Agreement. However, we are not registering pursuant to this prospectus
supplement the issuance of any such Additional Notes (or shares of common stock issuable upon conversion of such Additional Notes) that
may be issued, from time to time, at such additional closings under the Securities Purchase Agreement.
To obtain the number of shares
of common stock issuable from time to time upon conversion or otherwise under the Notes that are covered under this prospectus supplement,
we have assumed that all payments under the Notes will be made in shares of common stock, with interest calculated at an interest rate
of 3.00% per annum, compounded monthly, from July 25, 2023 through an assumed Maturity Date of July 25, 2025, assuming amounts due prior
to the Maturity Date are deferred to the Maturity Date and assuming a Conversion Price on the Maturity Date equal to the floor price.
We have retained Oppenheimer &
Co. Inc. (“Oppenheimer”) as our sole placement agent to use its reasonable efforts to solicit offers to purchase our securities
in this offering. See “Plan of Distribution” beginning on page S-26 of this prospectus supplement for more information regarding
these arrangements.
Investing in our securities
involves certain risks. Before purchasing our Notes, please review the information, including the information incorporated by reference,
under the heading “Risk Factors” beginning on Page S-8 of this prospectus supplement and page 3 of
the accompanying prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
| |
Total | |
Gross Proceeds | |
$ | 10,000,000 | |
Placement agent’s fees (1) | |
$ | 500,000 | |
Proceeds, before payment of other expenses, to us (2) | |
$ | 9,500,000 | |
(1) |
Includes commissions of five percent (5%). |
(2) |
We estimate the total expenses of this offering, excluding placement agent fees, will be approximately $275,000. |
Delivery of the Notes by Ondas
will be in certificated form and are expected to be made on or about July 25, 2023, subject to customary closing conditions.
Sole Placement Agent
Oppenheimer &
Co.
The date of this prospectus supplement is July
25, 2023.
PROSPECTUS SUPPLEMENT
PROSPECTUS
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts.
The first part is the prospectus supplement, which describes the specific terms of this offering. The second part is the accompanying
prospectus, which provides more general information, some of which may not apply to this offering. Before making your investment decision,
we urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference
herein and therein. This prospectus supplement may add to, update, or change information in the accompanying prospectus, or the documents
incorporated by reference herein or therein. If information in this prospectus supplement is inconsistent with the accompanying prospectus
or the information incorporated by reference herein or therein, then this prospectus supplement will be deemed to modify or supersede
the information in the accompanying prospectus and such documents incorporated by reference.
This prospectus supplement
and the accompanying prospectus, dated February 5, 2021, are part of a registration statement (Registration No. 333-252571) on Form S-3
that we filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on February 5,
2021, as such registration statement was expanded to cover additional securities pursuant to a registration statement on Form S-3MEF (File
No. 333-268014), using a “shelf” registration process under which we may from time to time offer and sell any combination
of the securities described in that accompanying prospectus up to a total dollar amount of $161,696,000. This prospectus supplement relates
to the offering of debt securities by us which debt securities can, under certain conditions, convert into shares of our common stock.
We have not, and the placement
agent has not, authorized any other person to provide you with different or additional information. We and the placement agent take no
responsibility for, and can provide no assurance as to, the reliability of any other information that any other person may give you. We
are not, and the placement agent is not, making an offer to sell or soliciting an offer to buy these securities under any circumstance
in any jurisdiction where the offer or solicitation is not permitted. The information in this prospectus supplement, the accompanying
prospectus and any free writing prospectus prepared by us or on our behalf is accurate only as of the date of the respective document
in which the information appears, and that any information in documents that we have incorporated by reference is accurate only as of
the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or any sale of a
security. Our business, financial condition, results of operations and prospects may have changed since those dates. You should not assume
that the information contained or incorporated by reference in this prospectus supplement and accompanying prospectus is accurate as of
any date other than their respective dates, regardless of the time of delivery.
When we refer to “Ondas,”
“we,” “our,” “us,” and the “Company” in this prospectus, we mean Ondas Holdings Inc. and
our subsidiaries, Ondas Networks Inc., Airobotics Ltd. and American Robotics, Inc., unless otherwise specified.
PROSPECTUS SUPPLEMENT SUMMARY
Overview
Ondas Holdings, Inc. is a
leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc. (“Ondas Networks”)
and American Robotics, Inc. (“American Robotics” or “AR”) and Airobotics, Ltd. (“Airobotics”).
Ondas Holdings acquired American
Robotics, a leading developer of highly automated commercial drone systems, on August 5, 2021.
Ondas Holdings acquired Airobotics,
an Israeli-based developer of autonomous drone systems, on January 23, 2023.
American Robotics and Airobotics
are operated together, under a separate business unit called Ondas Autonomous Systems. Ondas Networks and Ondas Autonomous Systems together
provide users in rail, energy, mining, agriculture, public safety and critical infrastructure and government markets with improved connectivity,
data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous
Systems as separate business segments.
Ondas Networks
Ondas Networks provides wireless
connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the
Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT
applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time
connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required
in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety, homeland
security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure
a high degree of safety and security.
We design, develop, manufacture,
sell and support FullMAX, our patented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband
networks. Our customers install FullMAX systems in order to upgrade and expand their legacy wide-area network infrastructure. Our MC-IoT
intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide
standards body in data networking protocols, and forms the core of the IEEE 802.16s standard. Because standards-based communications solutions
are preferred by our mission-critical customers and ecosystem partners, we have taken a leadership position in IEEE as it relates to wireless
networking for industrial markets. As such, management believes this standards-based approach supports the adoption of our technology
across a burgeoning ecosystem of global partners and end markets.
Our software-based FullMAX
platform is an important and timely upgrade solution for privately-owned and operated wireless wide-area networks, leveraging Internet
Protocol-based communications to provide more reliability and data capacity for our mission-critical infrastructure customers. We believe
industrial and critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based
protocols and network transport systems no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an
intelligent networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT
applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge of large
industrial networks and the efficient utilization of network capacity and scarce bandwidth resources which can be supported by the “Fog-computing”
capability integrated in our end-to-end network platform. Fog-computing utilizes management software to enable edge compute processing
and data and application prioritization in the field enabling our customers more reliable, real-time operating control of these new, intelligent
MC-IoT equipment and applications at the edge.
Ondas Autonomous Systems
Our Ondas Autonomous Systems
business unit designs, develops, and markets commercial drone solutions via the Optimus System™ and Scout System™ (the “Autonomous
Drone Platforms”).
The Autonomous Drone Platforms
are highly automated, AI-powered drone systems capable of continuous, remote operation and are marketed as “drone-in-a-box”
turnkey data solution services. They are deployed for critical industrial and government applications where data and information collection
and processing are required. These use cases include public safety, security and smart city deployments where routine, high-resolution
automated emergency response, mapping, surveying, and inspection services are highly valued, in addition to industrial markets such as
oil & gas, rail and ports which emphasize security and inspection solutions. The Autonomous Drone Platforms are typically provided
to customers under a Data-as-a-Service (DaaS) business model, while some customers will choose to purchase and own and operate an Optimus
Systems™.
American Robotics and Airobotics
have industry leading regulatory successes which include having the first drone system approved by the Federal Aviation Administration
(“FAA”) for automated operation beyond-visual-line-of-sight (BVLOS) without a human operator on-site.
In addition to the Autonomous
Drone Platforms, we also offer a counter-drone system called the Raider™. The Raider was developed by Iron Drone and is deployed
by government and enterprise customers to provide security and protect critical infrastructure, assets and people from the threat of hostile
drones. Airobotics acquired the assets of Iron Drone on March 6, 2023.
Autonomous Drone Platforms
We design, develop and manufacture
autonomous drone systems, providing high-fidelity, ultra-high-resolution aerial data to enterprise and government customers. We currently
prioritize the marketing of our Optimus System™ which provides customers with a turnkey data and information solution and the ability
to continuously digitize, analyze, and monitor their assets and field operations in real-time or near real-time. We believe the market
opportunity for our Scout System™ remains significant. As we drive market adoption with the Optimus platform, we anticipate re-introducing
the Scout platform including newly enhanced versions to help segment the market for different use cases and price points.
The Optimus System™
has been designed from the ground up as an end-to-end product capable of continuous unattended operations in the real world. Powered by
innovations in robotics automation, machine vision, edge computing, and AI. Once installed in the field at customer locations, a fleet
of connected Optimus Systems™, which are often deployed as networked drone infrastructure, which we refer to as Urban Drone Infrastructure,
remains indefinitely positioned in an area of operation, automatically collecting and seamlessly delivering data and information regularly
and reliably.
We market the Optimus System™
under a DaaS business model, whereby our drone platform aggregates customer data and provides the data analytics meeting customer requirements
in return for an annual subscription fee. Some customers purchase Optimus Systems™ to own and operate themselves. We also engage
distributors to assist in the sales and marketing of our Optimus System™ in geographic markets where its more cost effective to
identify and service potential customers by engaging local third parties. These distribution agreements can include joint ventures, where
Ondas Autonomous Systems will provide technical expertise to support the joint venture partner in the provision of aerial data services
to customers.
The Optimus System™
consists of (i) Optimus™, a highly automated, AI-powered drone with advanced imaging payloads, (ii) the Airbase™, a ruggedized
weatherproof base station for housing, battery swapping, battery charging, payload swapping, data processing, and cloud transfer, and
(iii) Insightful™, a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere
in the world. These major subsystems are connected via a host of supporting technologies. Airbase™ has internal robotic systems
that enable the automated swapping of batteries and payloads. Automated battery swapping allows for 24/7 operation of Optimus as the Optimus
drone can immediately be redeployed after returning to the dock for a battery swap. Similarly, the ability to autonomously swap sensors
and advanced payloads without human intervention allows for the Optimus System™ to provide multiple applications and use cases from
a single location.
American Robotics and Airobotics
have industry leading regulatory successes which include having the first drone system approved by the FAA for automated operation BVLOS
without a human operator or visual observer on-site. American Robotics’ FAA approvals were enabled by integrating a suite of proprietary
technologies, including Detect-and-Avoid (“DAA”) and other proprietary intelligent safety systems into its autonomous drone
platform, which we plan to integrate into the Optimus System™. Airobotics is in the advanced stages of receiving approval for Type
Certification (“TC”) from the FAA for the Optimus UAV. TC approval will enable expanded operation for the Optimus System™
in the United States including flight operations in populated areas.
The Raider™
The Raider™ is a counter-drone system, which
was designed and developed by Iron Drone, that we are marketing to government and enterprise customers who can utilize the system for
security and the protection of critical infrastructure, assets and people from the threat of hostile drones. A typical Raider™ deployment
location would include sensitive locations such as borders, stadiums or schools, or near critical assets such as power plants and military
bases, and for high profile locations such as amusement parks or where public events are held.
The Raider™ is designed to detect, track
and intercept unauthorized, or hostile unmanned aircraft and is most often sold with three small UAVs that are housed in a docking station.
The Raider UAV has live video capability and a payload containing a net that can be deployed to intercept a hostile drone. Upon detection
of an unauthorized drone, one or more Raider™ UAVs can be autonomously deployed at high speeds to track the unauthorized aircraft.
If the unauthorized aircraft is deemed hostile, the Raider™ UAV can deploy the netting to physically intercept the aircraft. A parachute
integrated with the netting allows the intercepted drone to safely fall to the ground for collection by our customer.
Corporate Information
Ondas’ corporate headquarters
are located in Waltham, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, American Robotics’ offices
and facilities are located in Waltham, Massachusetts and Marlborough, Massachusetts, and Airobotics’ offices and facilities are
located in Petah Tikva, Israel. Our telephone number is (888) 350-9994 and our Internet website address is www.ondas.com. The information
on our website is not a part of, or incorporated in, this prospectus supplement.
Recent Developments
On July 9, 2023, Ondas Networks
entered into a Preferred Stock Purchase Agreement, as amended (the “Purchase Agreement”) for an investment of at least $15
million in Ondas Networks (the “Networks Transaction”). The Purchase Agreement was entered into with the initial purchaser named
therein (the “Initial Purchaser”) for an initial sale of shares of preferred stock for a purchase of $10,000,000, subject
to certain closing conditions (the “Initial PIPE Closing”). On July 21, 2023, Ondas Networks entered into an amendment to
the Purchase Agreement (the “Amendment,” and together with the Purchase Agreement, the “Amended Purchase Agreement”).
The Initial PIPE Closing occurred on July 21, 2023.
Pursuant to the Amended Purchase Agreement, the Initial Purchaser acquired
the following in the Initial PIPE Closing for gross proceeds to Ondas Networks of $11,508,517: (i) 329,238 shares of preferred stock of
Ondas Networks, $0.00001 par value per share (the “Preferred Stock”), at a purchase price of $34.955 per share (the “Per-Share
Price”), convertible into shares of Common Stock, $0.00001 par value per share of Ondas Networks (the “Ondas Networks Common
Stock”) and (ii) warrants to purchase 7,825,792 shares of Common Stock of the Company at an exercise price of $0.89 per share, exercisable
commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the “PIPE Warrants”).
Also, pursuant to the Amended Purchase Agreement, the Initial Purchaser agreed to purchase and Ondas Networks agreed to sell and issue
to the Initial Purchaser an additional 99,885 shares of Preferred Stock, at the Per Share Price and warrants to purchase 2,374,208 shares
of Company Common Stock within thirty days of the Initial PIPE Closing. Additionally, pursuant to the Amended Purchase Agreement, Ondas
Networks may sell 143,041 additional shares of Preferred Stock at the Per-Share Price, to a strategic investor or one (1) or more other
purchasers reasonably acceptable to the Initial Purchaser within forty five days after the Initial PIPE Closing.
The Preferred Stock accrues
dividends at the rate per annum of eight percent (8%) of the original issue price, of $34.955 per share (the “Original Issue Price”).
Such dividends are payable in cash or additional shares of Preferred Stock, with such valuation based on the Original Issue Price. Each
share of Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment
of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Ondas Networks Common Stock
as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which initially is
set at $34.955. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Ondas Networks
Common Stock to be issued upon conversion of the Preferred Stock shall be rounded to the nearest whole share.
Pursuant to the Amended
Purchase Agreement, the Company entered into a registration rights agreement with the purchaser(s) to register the resale of the
Common Stock underlying the PIPE Warrants pursuant to a registration statement to be filed no later 180 days following the Initial
PIPE Closing. Also, pursuant to the Purchase Agreement, the parties entered into an indemnification agreement, investors’
rights agreement, right of first refusal agreement, and voting agreement.
Also on July 21, 2023, the Company and the initial institutional investor who entered in the Securities Purchase Agreement (the “Investor”)
entered into an Agreement and Waiver (the “Waiver”) with respect to certain terms of the 2022 Convertible Exchange Notes (as
defined on page S-13 of this prospectus supplement). Pursuant to the Waiver, the Company and the Investor agreed as follows:
| ● | the Investor waived Section 4(q) of the Securities Purchase
Agreement, solely with respect to the Networks Transaction and waived, in part, Section 4(n) of the Securities Purchase Agreement and
Section 10 of the 2022 Convertible Exchange Notes, such that, until the earlier of (A) January 19, 2024 and (B) the Stockholder Approval
Date (as defined in the Waiver), the required reserve amount will be 40,000,000 shares of Common Stock; |
| ● | the Investor waived, in part, the Maturity Date (as defined
in the 2022 Convertible Exchange Notes) of the 2022 Convertible Exchange Notes, such that the Maturity Date was extended to April 28,
2025; |
| ● | the Company waived the last sentence of Section 8(e) of the
2022 Convertible Exchange Notes (such that last sentence of Section 8(e) of the 2022 Convertible Exchange Notes has no further force
and effect); |
| ● | the Company will, upon the Effective Time (as defined in the
Waiver) pursuant to Section 7(g) of the 2022 Convertible Exchange Notes, with the consent of the Investor, reduce the Conversion Price
(as defined in the 2022 Convertible Exchange Notes) to the lower of (A) the Conversion Price then in effect and (B) the greater of (x)
the Floor Price (as defined in the 2022 Convertible Exchange Notes) then in effect and (y) 125% of the lowest VWAP (as defined in the
2022 Convertible Exchange Notes) of the Common Stock during the five (5) consecutive trading day period ending and including the trading
day immediately prior to the Effective Time; provided, that, in addition, during the period commencing on the Effective Time through
and including September 30, 2023, the Conversion Price of the 2022 Convertible Exchange Notes, solely with respect to voluntary conversions
of such aggregate Conversion Amount (as defined in the 2022 Convertible Exchange Notes) not in excess of such aggregate Current Installment
Amounts of such applicable period (or otherwise eligible to be converted in one or more Accelerations during such applicable period),
will be further lowered to the Installment Conversion Price (as defined in the 2022 Convertible Exchange Notes) in effect for the Installment
Date (as defined in the 2022 Convertible Exchange Notes) of the 2022 Convertible Exchange Notes of July 3, 2023; |
| ● | upon the occurrence of any Conversion Floor Price Condition
(as defined in the 2022 Convertible Exchange Notes) in connection with conversion, in whole or in part, of the 2022 Convertible Exchange
Notes (including, without limitation, any Alternate Conversion or Installment Conversion thereunder), the Company will be automatically
deemed to have waived, in part, the Floor Price, such that the Floor Price shall be reduced to the greater of (x) 20% of the Minimum
Price (as defined in Nasdaq Rule 5635(d)) as of the Effective Time and (y) such price that would result in such Conversion Floor Price
Condition not to have occurred with respect to such applicable conversion of the 2022 Convertible Exchange Notes; |
| ● | the Company amended Section 1(b)(ii) of the Securities Purchase
Agreement such that the additional closing expiration date is now April 28, 2026; and |
| ● | the Investor consented to an amendment of the Securities Purchase
Agreement increasing the additional closing amount from $34.5 million to $46.0 million. |
The
Waiver also contains customary representations and warranties and covenants for a transaction of this nature.
THE OFFERING
Securities Being Offered |
|
3% Series B-2 Senior Convertible Notes due 2025, in the aggregate original principal amount of $11.5 million to be issued pursuant to Notes. |
|
|
|
Ranking |
|
All payments due under the Notes shall be senior to all subordinated indebtedness of the Company and/or any of the Company’s subsidiaries and pari passu with all other indebtedness of the Company and/or any of the Company’s subsidiaries. |
|
|
|
Maturity Date |
|
July 25, 2025 (unless earlier converted
or redeemed, but subject to the right of the holders of Notes to extend the date under certain circumstances). |
|
|
|
Interest |
|
3% per annum (subject to increase to 15% per annum upon any event of default). |
|
|
|
Fixed Conversion at Option of Holder |
|
Each holder of Notes may convert all, or any part, of the outstanding principal and interest of the Notes, at any time at such holder’s option, into shares of our common stock at the initial fixed conversion price of $1.45, which is subject to: |
|
|
|
|
|
● proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions; and |
|
|
|
|
|
● adjustment in connection a subsequent offering at a per share price less than 120% of the fixed conversion price then in effect to 120% of such per share price. |
|
|
|
Voluntary Adjustment Right |
|
Subject to the rules and regulations of the Nasdaq Capital Market, we have the right, at any time, with the written consent of the holders, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by our board of directors. |
|
|
|
Alternate Event of Default Optional Conversion |
|
If an event of default has occurred under the Notes, each holder may alternatively elect to convert the Note (subject to an additional 25% redemption premium) at the “Alternate Event of Default Conversion Price” equal to the lesser of: |
|
|
|
|
|
● the fixed conversion price then in effect; and |
|
|
|
|
|
● the greater of: |
|
|
|
|
|
● the
floor price; and |
|
|
|
|
|
● 80% of the average volume weighted average price of our common stock during the 5 trading days with the lowest volume weighted average price of our common stock during the 20 trading days immediately prior to such conversion. |
Limitations on Conversion |
|
|
|
|
|
Beneficial Ownership Limitation |
|
Conversions and issuance of our common stock pursuant to the Notes are prohibited if such conversion or issuance would cause the applicable holder (together with its affiliates) to beneficially own in excess of 4.99% of the outstanding shares of our common stock after giving effect to such conversion (which percentage is subject to increase to 9.99% or decrease, at the option of such holder, except that any raise will only be effective upon 61-days’ prior notice to us). |
Holder Optional Redemption Rights |
|
|
|
|
|
Event of Default Redemption |
|
Upon an event of default, each holder of Notes may require us to redeem in cash all, or any portion, of the Notes at a 25% redemption premium to the greater of the face value and the equity value of our common stock underlying the Notes. |
|
|
|
Change of Control Redemption |
|
In connection with a change of control of the
Company, each holder may require us to redeem in cash all, or any portion, of the Notes at the greater of (i) a 25% redemption premium
to the face value underlying the Notes, (ii) the equity value of our common stock underlying the Notes, and (iii) the equity value of
the change of control consideration payable to the holder of our common stock underlying the Notes.
|
Bankruptcy Event of Default Mandatory Redemption |
|
Upon any bankruptcy event of default, we shall immediately redeem in cash all amounts due under the Notes at a 25% premium unless the holder waives such right to receive such payment. |
|
|
|
Installment Conversion;
Installment Redemption |
|
Starting on August 1, 2023, the Notes amortize in equal monthly installments
of the original principal amount under the Note until maturity, payable subject to the satisfaction of certain equity conditions, in shares
of our common stock, or otherwise at our option, in cash. |
|
|
|
Additional Closings |
|
Upon our filing of an additional prospectus
supplement and supplemental indenture, if elected by the initial purchasers of Notes, we may consummate additional closings of up to
an additional $34,500,000 in aggregate principal amount of Additional Notes pursuant to the Securities Purchase Agreement. However, we
are not registering pursuant to this prospectus supplement the issuance of any such Additional Notes (or shares of common stock issuable
upon conversion of such Additional Notes) that may be issued, from time to time, at such additional closings under the Securities Purchase
Agreement. |
|
|
|
No Trading Market |
|
The Notes are new securities for which there is currently no market. We do not expect a market to develop or be maintained for the Notes. |
|
|
|
No Listing of Notes |
|
The Notes will not be listed on any securities exchange or quoted through any automated quotation system. |
|
|
|
Shares of Common Stock Outstanding Immediately Before this Offering |
|
52,501,402 shares of common stock |
|
|
|
Shares of Common Stock to be Outstanding Immediately After this Offering |
|
83,026,947 shares of common stock (assuming full conversion of the Notes into shares of common stock) |
|
|
|
Use of Proceeds |
|
We currently intend to use the net proceeds of this offering, if any, for general corporate purposes, including funding capital expenditures and providing working capital. See “Use of Proceeds” on page S-15 of this prospectus supplement. |
Risk Factors |
|
Investing in our securities involves a high degree of risks. See “Risk Factors” beginning on page S-8 of this prospectus supplement, other information contained in this prospectus supplement and the discussion of risk factors contained in our annual, quarterly and current reports filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated by reference into this prospectus supplement, to read about certain factors you should consider before deciding whether to invest in these securities offered by this prospectus supplement and the accompanying prospectus. |
|
|
|
Certain U.S. Federal Income Tax Considerations |
|
You are urged to consult your tax advisors with respect to the U.S. federal income tax consequences of owning the Notes or any shares of common stock into which the notes may be converted in light of our own particular situation and with respect to any tax consequences arising under the laws of any state, local, foreign or other taxing jurisdiction. See “Certain U.S. Federal Income Tax Considerations” in this prospectus supplement. |
|
|
|
Common Stock |
|
Our common stock is traded on the Nasdaq Stock Market under the ticker symbol “ONDS”. |
Unless otherwise indicated,
the number of our shares of common stock to be outstanding immediately after this offering as shown above is based on 52,499,863
shares of common stock outstanding as of July 24, 2023, but excluding the following as of such date:
|
● |
29,925,246 shares of common stock issuable upon conversion of our 3% B-1 Senior Convertible Notes due 2025; |
|
|
|
|
● |
888,687 shares of common stock issuable upon vesting of outstanding restricted stock units; |
|
● |
5,097,174 shares of common stock issuable upon the exercise of outstanding stock options; |
|
● |
10,191,884 shares of common stock issuable upon the exercise of outstanding warrants; and |
|
● |
5,505,209 shares of common stock reserved for future issuance under our equity incentive plans. |
RISK FACTORS
An investment in our securities
offered hereby involves a high degree of risk. You should carefully consider the risks described below and discussed under the section
captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, incorporated
by reference in this prospectus supplement, together with all of the other information included in this prospectus supplement, the accompanying
prospectus or incorporated by reference herein or therein, including any documents subsequently filed and incorporated by reference, before
making an investment decision with regard to our securities. In addition, please read “Cautionary Note Regarding Forward-Looking
Statements” in this prospectus supplement and in the accompanying prospectus, where we describe additional uncertainties associated
with our business and the forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying
prospectus. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us
or that we presently deem less significant may also impair our business operations. If any of these risks, or such unknown risks, occur,
our business, financial condition, results of operations, cash flows and future growth prospects could be materially and adversely affected.
See “Documents Incorporated by Reference” and “Where You Can Find More Information” below.
Risks Related to this Offering
Since we have broad discretion in how we
use the proceeds from this offering, we may use the proceeds in ways with which you disagree.
We currently intend to use
the net proceeds from this offering for general corporate purposes, including funding capital expenditures and providing working capital.
However, our management will have broad discretion in applying the net proceeds of this offering. You will be relying on the judgment
of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision,
to assess whether the proceeds are being used in ways you would agree with or ways which are likely to increase the value of your investment.
Because of the number and variability of factors that will determine our use of our net proceeds from this offering, their ultimate use
may vary substantially from their currently intended use. It is possible that the net proceeds will be invested in a way that does not
yield a favorable, or any, return for our company or your investment. The failure of our management to use such funds effectively could
have a material adverse effect on our business, financial condition, operating results and cash flow.
We will incur significant indebtedness when
we sell the Notes and we may incur additional indebtedness in the future. The indebtedness created by the sale of the Notes and any future
indebtedness we incur exposes us to risks that could adversely affect our business, financial condition, and results of operations.
Our indebtedness could have
significant negative consequences for our business, results of operations and financial condition, including:
|
● |
increasing our vulnerability to adverse economic and industry conditions; |
|
● |
limiting our ability to obtain additional financing; |
|
● |
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes; |
|
● |
limiting our flexibility in planning for, or reacting to, changes in our business; and |
|
● |
placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources. |
We cannot assure you that
we will continue to maintain sufficient cash reserves or that our business will generate cash flow from operations at levels sufficient
to permit us to pay principal, premium, if any, and interest on our indebtedness, or that our cash needs will not increase. If we are
unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments, or if we fail to comply with the
various requirements of our existing indebtedness, the Notes or any indebtedness which we may incur in the future, we would be in default,
which would permit the Holders of the Notes and such other indebtedness to accelerate the maturity of the Notes and such other indebtedness
and could cause defaults under the Notes and such other indebtedness. Any default under the Notes or such other indebtedness could have
a material adverse effect on our business, results of operations and financial condition.
The Notes will be unsecured.
The Notes will be obligations
only of Ondas and will not be guaranteed by our subsidiaries or secured by any of our or their properties or assets. Our subsidiaries
are separate legal entities and have no obligation to pay any amounts due under the Notes.
We may not have the ability to pay interest
on the Notes or to redeem the Notes.
The Notes bear interest at a rate of 3% per year and add amortization
payments with respect to the principal amount of the Notes and accrued and unpaid interest are due and payable monthly. If we are unable
to satisfy certain equity conditions, we will be required to pay all amounts due on any installment date in cash. If a change of control
occurs, Holders may require us to repurchase, for cash, all or a portion of their Notes. See, “Description of Securities Being Offered
– Description of Notes –Fundamental Transactions .” Our ability to pay amortization payments and interest on the
Notes, to repurchase the Notes, to fund working capital needs, and fund planned capital expenditures depends on our ability to generate
cash flow in the future. To some extent, this is subject to general economic, financial, competitive, legislative and regulatory factors,
and other factors that are beyond our control. We cannot assure you that we will continue to maintain sufficient cash reserves or that
our business will continue to generate cash flow from operations at a level sufficient to permit us to pay the interest on the Notes or
to repurchase or redeem the Notes or that our cash needs will not increase.
The Holder can defer an installment
payment due on any installment date to another installment date and may, on any installment date accelerate the payment of amounts due
on up to four future installment dates. Therefore, we may be required to repay the entire principal amount and accrued and unpaid interest
on the Notes in one lump sum on the maturity date of the Note. If we are unable to satisfy certain equity conditions, we will be required
to pay all amounts due whether by deferral or acceleration in cash and we may not have sufficient funds to repay the Notes under such
circumstances.
Our failure to make the required
payments on the Notes would permit the Holders to accelerate our obligations under the Notes. Such default may also lead to a default
under our agreements governing any of our current and future indebtedness.
If we are unable to generate
sufficient cash flow from our operations in the future to service our indebtedness and meet our other needs, we may have to refinance
all or a portion of the indebtedness, obtain additional financing, reduce expenditures, or sell assets that we deem necessary to our business.
We cannot assure you that any of these measures would be possible or that additional financing could be obtained on favorable terms, if
at all. The inability to obtain additional financing on commercially reasonable terms would have a material adverse effect on our financial
condition and our ability to meet our obligations to you under the Notes.
Holders of the Notes will not be entitled
to voting rights with respect to our common stock but will be subject to all changes made with respect to such rights.
Holders of the Notes will
not be entitled to the voting rights of our common stock, although Holders will be subject to all changes affecting our common stock.
For example, if an amendment is proposed to our articles of incorporation or bylaws requiring stockholder approval and the record date
for determining the stockholders of record entitled to vote on the amendment occurs prior to a Holder’s conversion of its Notes,
such Holder will not be entitled to vote on the amendment, although such Holder will nevertheless be subject to any changes affecting
our common stock that result from such an amendment.
There is no existing trading market for
the Notes.
There is no existing trading
market for the Notes. We do not intend to apply for listing of the Notes on any Securities Exchange or to arrange for quotation on any
interdealer quotation system. It is unlikely that an active trading market will develop for the Notes. Unless an active trading market
develops, you may not be able to sell the Notes at a particular time or at a favorable price.
Provisions in the Notes may deter or prevent
a business combination that may be favorable to you.
Under the terms of the Notes
we are prohibited from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations
under the Notes. These and other provisions could prevent or deter a third party from acquiring us, even where the acquisition could be
beneficial to you.
If you purchase Notes in this offering,
you may experience future dilution as a result of future equity offerings, convertible debt offerings or other equity issuances.
In order to raise additional
capital, we may in the future offer and issue additional shares of our common stock or other securities convertible into or exchangeable
for shares of our common stock. We cannot assure you that we will be able to sell shares or other securities in any offering at a price
per share that is equal to or greater than the price per share paid by investors in previous offerings, and investors purchasing shares
or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional
shares of our common stock or other securities convertible into or exchangeable for shares of our common stock in future transactions
may be higher or lower than the price per share in previous offerings. Further, we may choose to raise additional capital due to market
conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. In addition,
the exercise of outstanding stock options and warrants or the settlement of outstanding restricted stock units, or the issuance of shares
of our common stock upon conversion of Notes, would result in further dilution of your investment. The issuance of such additional
shares of our common stock (including pursuant to the exercise of outstanding stock options or warrants or the conversion of Notes), or
securities convertible into or exchangeable or exercisable for shares of our common stock, may result in downward pressure on the price
of our common stock.
Future sales of a significant number of
our shares of common stock in the public markets, or the perception that such sales could occur, could depress the market price of our
shares of common stock or cause it to be highly volatile.
The conversion of
some or all of the Notes will dilute the ownership interests of existing shareholders, unless we satisfy any such conversions solely
with cash, and conversions of such Notes into shares of our common stock could depress the price of our common stock. We cannot predict
if and when these shares of our common stock will be resold in the public markets. We cannot predict the number of these shares that might
be resold nor the effect that future sales of our shares of common stock would have on the market price of our shares of common stock.
Sales of a substantial number of our shares of common stock in the public markets, or the perception that such sales could occur, may
result in downward pressure on the price of our common stock or cause it to be highly volatile and impair our ability to raise capital
through the sale of additional equity securities.
The accounting method for convertible debt
securities that may be settled in cash, such as the Notes, could adversely affect our reported financial condition and results.
The accounting method for
reflecting the Notes on our consolidated balance sheet, accruing interest expense for the Notes and reflecting the underlying shares of
our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.
In August 2020, the Financial
Accounting Standards Board published an Accounting Standards Update, which we refer to as ASU 2020-06, which simplified
certain of the accounting standards that apply to convertible notes. ASU 2020-06 eliminated the cash conversion and beneficial
conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the entity would
account for the convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature
requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the if-converted method
for all convertible instruments in the diluted earnings per share calculation and to include the effect of potential share settlement
for instruments that may be settled in cash or shares. ASU 2020-06 is effective for the Company beginning on January 1, 2024, but
allows for early adoption.
In accordance with ASU 2020-06 and subject to our full
accounting assessment, which is not complete as of the date of this prospectus supplement, we adopted ASU -2020-06 for the year ended
December 31, 2022 using the modified retrospective method of adoption and that the Notes will be reflected as a liability on our consolidated
balance sheets, with the initial carrying amount equal to the principal amount of the Notes, net of issuance costs. The issuance costs
will be treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the Notes.
As a result of this amortization, the interest expense that we expect to recognize for the Notes for accounting purposes will be greater
than the cash interest payments we will pay on the Notes, which will result in lower reported income.
In addition, we expect that
the shares of common stock underlying the Notes will be reflected in our diluted earnings per share using the “if converted”
method, in accordance with ASU 2020-06. Under that method, diluted earnings per share would generally be calculated assuming
that all the Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would
be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share to the extent
we are profitable in the future, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings
per share.
Furthermore, if any of the
conditions to the convertibility of the Notes is satisfied, then we may be required under applicable accounting standards to reclassify
the liability carrying value of the Notes as a current, rather than a long-term, liability. This reclassification could be required even
if no noteholders convert their Notes and could materially reduce our reported working capital.
The foregoing information reflects our current expectations regarding
the accounting method for the Notes and is subject to change. See “Cautionary Note Regarding Forward-Looking Statements”.
Our independent registered public accounting firm has not conducted a review and does not express an opinion or any other form of assurance
with respect to these expectations.
You may be deemed to receive a taxable distribution
without the receipt of any cash or property.
The conversion of the Notes will be adjusted in certain circumstances.
See, “Description of the Securities Being Offered— Description of Notes —Conversion.” Adjustments to the conversion
rate of the Notes that have the effect of increasing your proportionate interest in our assets or “earnings and profits” may
in some circumstances result in a taxable constructive distribution to you for U.S. federal income tax purposes, even if you do not receive
an actual distribution of cash or property. You are urged to consult your tax advisors with respect to the U.S. federal income tax consequences
resulting from any adjustment to the conversion rate of the Notes. See, “Certain U.S. Federal Income Tax Considerations.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus
supplement, the accompanying prospectus, the documents incorporated by reference herein and therein and the exhibits attached hereto
and thereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Exchange Act, including statements regarding future events or our
future results of operations, financial condition, business, strategies, financial needs, and the plans and objectives of
management, are forward-looking statements. In some cases forward-looking statements can be identified because they contain words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “likely,” “plan,”
“potential,” “predict,” “project,” “seek,” “should,”
“target,” “will,” “would,” or similar expressions and the negatives of those terms. These
statements include statements regarding operations, cash flows, financial position and performance including, in particular, future
sales, competition and the effect of economic conditions on the Company or the combined company following the merger with Airobotics,
the anticipated benefits of the such merger, including estimated synergies and other
statements that are not historical facts. Forward-looking statements are based on information available to our management as of the
date of this prospectus supplement and our management’s good faith belief as of such date with respect to future events and
are subject to a number of risks, uncertainties, and assumptions that could cause actual performance or results to differ materially
from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include,
but are not limited to, those discussed under “Risk Factors” in this prospectus supplement, “Risk Factors”
discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K, any updates
discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q or any risk factors
that are included in our Current Reports on Form 8-K that are filed with the SEC and incorporated by reference into this prospectus
supplement and the accompanying prospectus, together with all of the other information appearing in or incorporated by reference
into this prospectus supplement.
Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated,
believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only
as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. New factors emerge from time to
time, and it is not possible for us to predict which factors may arise. We qualify all the forward-looking statements contained in this
prospectus supplement by the foregoing cautionary statements.
DESCRIPTION OF EXISTING INDEBTEDNESS
2017 Convertible Promissory Note
On September 14, 2017, the
Company and an individual entered into a convertible promissory note with unilateral conversion preferences by the individual (the “2017
Convertible Promissory Note”). On July 11, 2018, the Company’s board of directors approved certain changes to the 2017 Convertible
Promissory Note wherein the conversion feature was changed from unilateral to mutual between the individual and the Company.
The Company may at any time
on or after a qualified public offering convert any unpaid repayment at the IPO conversion price. The conversion price is the lesser of
the (i) price per share of common stock sold in the Qualified Public Offering, discounted by 20%, and (ii) the price per share of common
stock based on a pre-money Company valuation of $50 million on a Fully Diluted Basis.
On March 31, 2023, the total
outstanding balance of the 2017 Convertible Promissory Note was $300,000. The maturity date of the 2017 Convertible Promissory Note is
based on the payment of 0.6% of quarterly gross revenue until 1.5 times the amount of the 2017 Convertible Promissory Note is paid. Accrued
interest on March 31, 2023 was $ 39,457. Interest expense on March 31, 2023 was $3,750.
2022 Convertible Exchange Notes
On October 28, 2022, the
Company entered into a securities purchase agreement (the “2022 Note Purchase Agreement” as amended, modified or waived
from time to time) with certain investors pursuant to which we issued convertible notes (“2022 Convertible Promissory
Notes”) in the principal amount of $34.5 million, with a debt discount of $4.5 million and issuance costs of
$2.3 million. The net amount of proceeds to us from the 2022 Convertible Promissory Notes after deducting the placement
agent’s fees and transaction expenses (issuance costs) were approximately $27,703,000. The Company intends to use the net
proceeds of the 2022 Convertible Promissory Notes for general corporate purposes, including funding capital, expenditures, or the
expansion of its business and providing working capital.
On January 20, 2023, the Company
entered into an Amendment No. 1 to Securities Purchase Agreement (“Amended SPA”) to that certain 2022 Note Purchase Agreement.
The Amended SPA amends the notes attached as exhibits to the 2022 Note Purchase Agreement.
Pursuant to the terms of
the 2022 Note Purchase Agreement, on January 20, 2023, the Company exchanged the 2022 Convertible Promissory Notes, on a dollar-for-dollar
basis, into 3% Senior Convertible Notes Due 2024 (the “2022 Convertible Exchange Notes”).
The 2022 Convertible
Exchange Notes are identical in all material respects to the 2022 Convertible Promissory Notes, except that they (i) are issued
pursuant to the Base Indenture (as defined below) and the First Supplemental Indenture (as defined below); (ii) have a maturity date
of April 28, 2025; (iii) allow for Acceleration of Installment Amounts (as defined in the 2022 Convertible Exchange Notes)
irrespective of whether adjustments to the Installment Amounts (as defined in the 2022 Convertible Exchange Notes) exceed eight (8)
times the Installment Amount (as defined in the 2022 Convertible Exchange Notes) with respect to the Installment Date (as defined in
the 2022 Convertible Exchange Notes) related to the Current Acceleration (as defined in the 2022 Convertible Exchange Notes); and
(iv), upon the occurrence of any Conversion Floor Price Condition (as defined in the 2022 Convertible Exchange Notes) in connection
with conversion, in whole or in part, of the 2022 Convertible Exchange Notes (including, without limitation, any Alternate
Conversion or Installment Conversion thereunder), reduce the Floor Price to the greater of (x) 20% of the Minimum Price (as defined
in Nasdaq Rule 5635(d)) as of July 25, 2023 and (y) such price that would result in such Conversion Floor Price Condition not to
have occurred with respect to such applicable conversion of the 2022 Convertible Exchange Notes.
The 2022 Convertible Exchange
Notes were issued pursuant to the first supplemental indenture (the “First Supplemental Indenture”), dated as of January 20,
2023, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The First Supplemental Indenture
supplements the indenture entered into by and between the Company and the Trustee, dated as of January 20, 2023 (the “Base Indenture”
and, together with the First Supplemental Indenture, the “Indenture”). The Indenture has been qualified under the Trust Indenture
Act of 1939, and the terms of the 2022 Convertible Exchange Notes include those set forth in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act.
As of March 31, 2023, the
total outstanding principal on the 2022 Convertible Exchange Notes was $25,988,886, net of debt discount and issuance costs of $1,808,780.
Accrued interest on March 31, 2023 was $399,516. On March 31, 2023, interest expense was $302,750, amortization expense was $1,002,907 related
to the debt discount, and amortization expense of $497,734 related to the issuance costs. The remaining unamortized debt discount
of $1,138,222 and issuance costs of $670,558 as of March 31, 2023 will be amortized via the straight-line method through the
maturity date. This method is materially consistent with the interest method under ASC 835. Interest expense and amortization expense
of the debt discount and issuance costs are included in Interest expense on the Consolidated Statements of Operations.
The 2022 Convertible
Exchange Notes bear interest at the rate of 3% per annum. The 2022 Convertible Exchange Notes are payable in monthly
installments beginning on November 1, 2022 through the maturity date of April 28, 2025 (each such date, an
“Installment Date”). On each Installment Date, we will make monthly payments by converting the applicable
“Installment Amount” (as defined below) into shares of our Common Stock (an “Installment Conversion”),
subject to satisfaction of certain equity conditions, including a minimum $1.50 share price, $500,000 minimum daily
volume, and maintaining continued Nasdaq listing requirements among other conditions. If these conditions are not met, installments
can be requested in cash. For the three months ended March 31, 2023, we issued 2,104,988 common shares as a result of
Installment Conversion. At each Installment Date the note holder may defer some or all of the amount due until the subsequent
Installment Date. In between Installment Dates, the note holder also has the option to accelerate certain portions of principal due.
At each Installment Date the price used to exchange outstanding notes into Common Stock is based on an 8% discount to the
lowest volume weighted average price (“VWAP”) of the respective previous five trading days. As of July 21, 2023 (the
“Reset Date”), the conversion price of the 2022 Convertible Exchange Notes was reduced to the lower of (A)$4.25 (B)
the greater of (x) the Floor Price (as defined in the 2022 Convertible Exchange Notes) then in effect and (y) 125% of the lowest
VWAP (as defined in the 2022 Convertible Exchange Notes) of the Common Stock during the five (5) consecutive Trading Day period
ending and including the Trading Day immediately prior to the Reset Date; provided, that, in addition, during the period commencing
on the Reset Date through and including September 30, 2023, the Conversion Price of the 2022 Convertible Exchange Notes, solely with
respect to voluntary conversions of such aggregate Conversion Amount of the 2022 Convertible Exchange Notes not in excess of such
aggregate Current Installment Amounts of such applicable period (or otherwise eligible to be converted in one or more Accelerations
during such applicable period), shall be further lowered to the Installment Conversion Price (as defined in the 2022 Convertible
Exchange Notes) in effect for the Installment Date (as defined in the 2022 Convertible Exchange Notes) of the 2022 Convertible
Exchange Notes or July 3, 2023.
The “Installment Amount”
will equal:
|
(i) |
for all Installment Dates other than the maturity date, the lesser of (x) the Holder Pro Rata Amount of $1,437,500 and (y) the principal amount then outstanding under the Note; and |
|
(ii) |
on the maturity date, the principal amount then outstanding under the Note. |
Each month, the note holders
may accelerate a portion of the note due up to eight times the minimum Installment Amount of $1,437,500.
Government Grant Liability
Airobotics has received grants from the Israel
Innovation Authority (“IIA”) to finance its research and development programs in Israel, through which Airobotics received
IIA participation payments in the aggregate amount of $2.6 million through March 31, 2023. All of these are royalty-bearing grants. In
return, Airobotics is committed to pay IIA royalties at a rate of 3-3.5% of future sales of the developed products, up to 100% of the
amounts of grants received plus interest at LIBOR. Through March 31, 2023, approximately $449,000 in royalties have been paid to the IIA.
The Company’s royalty liability to the IIA as of March 31, 2023, including grants received by Airobotics and the associated LIBOR
interest on all such grants was $1,812,904. Interest expense for January 23, 2023 - March 31, 2023 was $33,217.
USE OF PROCEEDS
We estimate the net amount of proceeds to us from this offering after
deducting the placement agent’s fees and offering expenses will be approximately $9,225,000.
We currently intend to use
the net proceeds from this offering for general corporate purposes, which include funding capital expenditures and working capital. As
of the date of this prospectus supplement, we cannot predict with certainty all of the particular uses for the net proceeds to be received
upon the completion of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of
our actual use of proceeds will vary depending on numerous factors, including the factors described under the heading “Risk Factors”
beginning on page S-8 of this prospectus supplement, page 16 of our Annual Report on Form 10-K for the year ended December 31, 2022,
as well as the other documents we file with the SEC that are incorporated by reference in this prospectus supplement. As a result, management
will retain broad discretion over the allocation of the net proceeds from this offering, and investors will be relying on the judgment
of our management regarding the application of the net proceeds.
DIVIDEND POLICY
We do not intend to pay dividends
for the foreseeable future, and currently intend to retain any future earnings to fund our operations and the development and growth of
our business. The declaration of any future cash dividend, if any, would be at the discretion of our board of directors (subject to limitations
imposed under applicable Nevada law) and would depend upon our earnings, if any, our capital requirements and financial position, our
general economic conditions, and other pertinent conditions. See “Risk Factors” above.
In addition, the terms of
our debt arrangements limit our ability to pay dividends.
CAPITALIZATION
The following table sets forth our cash and cash
equivalents and capitalization as of March 31, 2023:
| ● | on an as adjusted basis to reflect the sale of Notes in the aggregate
original principal amount of $11.5 million after deducting fees and expenses. |
The
historical data in the table is derived from, and should be read in conjunction with, our historical financial statements included in
this prospectus. You should also read this table in conjunction with the information included in our financial results for the quarter
ended March 31, 2023 included in our Quarterly Report on Form 10-Q, filed with the SEC on May 15, 2023 and is incorporated by reference
herein.
| |
March 31, 2023 (Unaudited) | | |
As Adjusted (Unaudited) | |
| |
| | |
| |
Cash and cash equivalents | |
$ | 14,115,989 | | |
$ | 23,315,989 | |
Other assets | |
| 79,655,645 | | |
| 79,655,645 | |
Total Assets | |
$ | 93,771,634 | | |
$ | 102,971,634 | |
Current Liabilities | |
| 24,722,000 | | |
| 29,322,000 | |
Long Term Liabilities | |
| 14,965,700 | | |
| 19,565,700 | |
Total Liabilities | |
| 39,687,700 | | |
| 48,887,700 | |
| |
| | | |
| | |
Stockholders’ Equity | |
$ | 54,083,934 | | |
| 54,083,934 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity | |
$ | 93,771,634 | | |
$ | 102,971,634 | |
Total capitalization | |
| 69,049,634 | | |
| 73,649,634 | |
Unless otherwise indicated, the number of our shares
of common stock to be outstanding immediately after this offering as shown above is based on 49,108,159 shares of common stock outstanding
as of March 31, 2023, but excluding the following as of such date:
| ● | 29,195,675 shares of common stock issuable upon conversion of our 3% Senior Convertible Notes due 2024; |
| ● | 1,121,187 shares of common stock issuable upon vesting of outstanding restricted stock units; |
| ● | 5,465,398 shares of common stock issuable upon the exercise of outstanding stock options; |
| ● | 2,366,092 shares of common stock issuable upon the exercise of outstanding warrants; and |
| ● | 4,567,013 shares of common stock reserved for future issuance under our equity incentive plans. |
The table above does not include proceeds anticipated
to be received by Ondas Networks in connection with the Purchase Agreement (described in the Recent Development section).
DESCRIPTION OF THE SECURITIES
BEING OFFERED
We are offering $11,500,000 aggregate principal amount of our 3% Series
B-2 senior convertible notes due 2025, which we refer to herein as the “Notes”, which Notes shall be convertible into shares
of our common stock. The Notes are being sold pursuant to this prospectus supplement, and the terms of the Securities Purchase Agreement,
October 26, 2022, as amended, modified or waived from time to time (the “Securities Purchase Agreement”) between us and each
purchaser in connection with this offering. This prospectus supplement also covers up to 30,525,545 shares of our common stock issuable
from time to time upon conversion or otherwise under the Notes (including shares of our common stock that may be issued as interest in
lieu of cash payments upon a conversion by a Holder). To obtain the number of shares of our common stock issuable from time to time upon
conversion or otherwise under the Notes that are covered under this prospectus supplement, we have assumed that all payments under the
Notes will be made in shares of our common stock, with interest calculated at an interest rate of 3.00% per annum, compounded monthly,
from July 25, 2023 through an assumed maturity date of July 25, 2025, assuming amounts due prior to such maturity date are deferred to
such maturity date and assuming a conversion price on such maturity date of the floor price of the Notes.
The following is a description
of the material terms of the Notes and our common stock. It does not purport to be complete. This summary is subject to and is qualified
by reference to all the provisions of the Notes, including the definitions of certain terms used therein. We urge you to read these documents
and the Securities Purchase Agreement because they, and not this description, define your rights as a Holder of the Notes. You may request
copies of the Notes and Securities Purchase Agreement as set forth under the caption “Where You Can Find More Information.”
Description of Notes
The following description
of the particular terms of the Notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms
and provisions of the debt securities set forth in the accompanying prospectus supplement to which reference is hereby made. Terms not
defined in this description shall have the meanings given to them in the Notes.
The Notes will not be issued
under an indenture. The Notes will be issued at approximately a 13% original issue discount. The Notes will be issued in certificated
form and not as global securities.
Initial Closing; Additional Closings
At the initial closing of
this offering, we will issue $11,500,000 in aggregate principal amount of Notes to certain institutional investors.
Upon our filing of an additional
prospectus supplement and supplemental indenture, if elected by the initial purchasers of Notes, we may consummate additional closings
of up to $34,500,000 in aggregate principal amount of new 3% Senior Convertible Notes, which we refer to herein as the Additional Notes,
at additional closings pursuant to the Securities Purchase Agreement. However, we are not registering pursuant to this prospectus supplement
the issuance of any such Additional Notes (or shares of common stock issuable upon conversion of such Additional Notes) that may be issued,
from time to time, at such additional closings under the Securities Purchase Agreement. The Additional Notes will be identical in all
material respect to the Exchange Notes, except that they will be issued pursuant to an additional prospectus supplement and a separate
supplemental indenture and will have a maturity date of the second anniversary of the date of such issuance thereof.
Ranking
The Notes will be the senior
unsecured obligations of the Company and not the financial obligations of our subsidiaries. Until such date no Notes remain outstanding,
all payments due under the Notes will be senior to all other indebtedness of the Company and/or any of our subsidiaries.
Maturity Date
Unless earlier converted,
or redeemed, the Notes will mature on July 25, 2025, which we refer to herein as the “Maturity Date”, subject to the right
of the investors to extend the date:
|
(i) |
if an event of default under the Notes has occurred and is continuing (or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Notes); and/or |
|
(ii) |
for a period of 20 business days after the consummation of a fundamental transaction if certain events occur. |
We are required to pay, on
the Maturity Date, all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges on such principal and interest,
if any.
Interest
The Notes bear interest at
the rate of 3% per annum (a) shall commence accruing on the date of issuance, (b) shall be computed on the basis of a 360-day year and
twelve 30-day months and (c) shall be payable in cash monthly in arrears on (x) if prior to the initial Installment Date (as defined below)
or after the Maturity Date, the first trading day of each calendar month, or (y) if on or after the initial Installment Date, but on or
prior to the Maturity Date, such Installment Date, if any, in such calendar month (each an “Interest Date”) and if unpaid
on an Interest Date, shall compound on such Interest Date. If a holder elects to convert or redeem all or any portion of a Note prior
to the Maturity Date, all accrued and unpaid interest on the amount being converted or redeemed will also be payable.
The interest rate of the Notes
will automatically increase to 15% per annum (the “Default Rate”) upon the occurrence and continuance of an event of default
(See “—Events of Default” below).
Late Charges
We are required to pay a late
charge of 15% on any amount of principal or other amounts that are not paid when due (solely to the extent such amounts are not then accruing
interest at the Default Rate).
Conversion
Fixed Conversions at Option of
Holder
Each holder of
Notes may convert all, or any part, of the outstanding principal and interest of the Notes, at any time at such holder’s option,
into shares of our common stock at the initial fixed conversion price of $1.45, which is subject to:
|
● |
proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions; and |
|
● |
adjustment in connection a subsequent offering at a per share price less than 120% of the fixed conversion price then in effect to 120% of such per share price. |
Voluntary Adjustment Right
Subject to the
rules and regulations of the Nasdaq Capital Market, we have the right, at any time, with the written consent of the holders, to lower
the fixed conversion price to any amount and for any period of time deemed appropriate by our board of directors.
Alternate Event of
Default Optional Conversion
If an event of
default has occurred under the Notes, each holder may alternatively elect to convert the Note (subject to an additional 25% redemption
premium) at the Alternate Event of Default Conversion Price.
Limitations on Conversion
Beneficial Ownership Limitation
The Notes may not
be converted and shares of common stock may not be issued under Notes if, after giving effect to the conversion or issuance, the applicable
Holder (together with its affiliates, if any) would beneficially own in excess of 4.99% of our outstanding shares of common stock, which
we refer to herein as the “Note Blocker”. The Note Blocker may be raised or lowered to any other percentage not in excess
of 9.99% at the option of the applicable holder of Notes, except that any raise will only be effective upon 61-days’ prior notice
to us.
Conversion of Floor Price
Upon the occurrence of any Conversion Floor Price Condition
(as defined in the Notes) in connection with conversion, in whole or in part, of the Notes (including, without limitation, any Alternate
Conversion or Installment Conversion thereunder), the Company shall be automatically deemed to have waived, in part, the Floor Price,
such that the Floor Price shall be reduced to the greater of (x) 20% of the Minimum Price (as defined in Nasdaq Rule 5635(d)) as of July 25, 2023 and (y) such price that would result in such Conversion Floor Price Condition not to have occurred with respect to such
applicable conversion of the Notes.
Events of Default
The Notes contain standard
and customary events of default including but not limited: (i) the suspension from trading or the failure to list our common stock within
certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency of the Company.
If an event of default occurs,
each holder may require us to redeem all or any portion of the Notes (including all accrued and unpaid interest and late charges thereon),
in cash, at a 25% redemption premium to the greater of the face value and the equity value of our common stock underlying the Notes.
The equity value of our common
stock underlying the Notes is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding
such event of default and the date we make the entire payment required.
Bankruptcy Event of Default
Mandatory Redemption
If any bankruptcy
event of default occurs, we shall immediately redeem in cash all amounts due under the Notes at a 25% premium, unless the holder waives
such right to receive such payment.
Fundamental Transactions
The Notes prohibit us from
entering specified fundamental transactions (including, without limitation, mergers, business combinations and similar transactions) unless
we (or our successor) is a public company that assumes in writing all of our obligations under the Notes.
Change of Control Redemption Right
In connection with a change
of control of the Company, each Holder may require us to redeem in cash all, or any portion, of the Notes to the greater of (i) the face
value of the underlying Notes at a 25% redemption premium, (ii) the equity value of our common stock underlying the Notes, and (iii) the
equity value of the change of control consideration payable to the holder of our common stock underlying the Notes.
The equity value of our common
stock underlying the Notes is calculated using the greatest closing sale price of our common stock during the period immediately preceding
the earlier of the consummation or the public announcement of the change of control and ending the date the holder gives notice of such
redemption.
The equity value of the change
of control consideration payable to the holder of our common stock underlying the Notes is calculated using the aggregate cash consideration
per share of our common stock to be paid to the holders of our common stock upon the change of control.
Covenants
The Notes contain a variety
of obligations on our part not to engage in specified activities, which are typical for transactions of this type, as well as the following
covenants:
|
○ |
we and our subsidiaries will not initially (directly or indirectly) incur any other indebtedness except for permitted indebtedness; |
|
○ |
we and our subsidiaries will not initially (directly or indirectly) will not incur any liens, except for permitted liens; |
|
○ |
we and our subsidiaries will not, directly or indirectly, redeem or repay all or any portion of any indebtedness (except for certain permitted indebtedness) if at the time the payment is due or is made or, after giving effect to the payment, an event constituting, or that with the passage of time and without being cured would constitute, an event of default has occurred and is continuing; |
|
○ |
we and our subsidiaries will not redeem, repurchase or pay any dividend or distribution on our respective capital stock; |
|
○ |
we and our subsidiaries will not sell, lease, assign, transfer or otherwise dispose of any of our assets or any assets of any subsidiary, except for permitted dispositions (including sales of assets in the ordinary course of business); |
|
○ |
we and our subsidiaries will not (directly or indirectly) engage in a material line of business substantially different from those lines of business as of the date of the issuance of the Notes; |
|
○ |
we and our subsidiaries will not initially, directly or indirectly, permit any indebtedness to mature or accelerate prior to the Maturity Date of the Notes; |
|
○ |
we and our subsidiaries will maintain and our existence, rights, and privileges, to become or remain, duly qualified and in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary; |
|
○ |
we and our subsidiaries will maintain and preserve, all of its properties which are necessary or useful in the proper conduct of our business; |
|
○ |
we and our subsidiaries will take all action necessary or advisable to maintain all of the intellectual property rights (as defined in the Securities Purchase Agreement) that are necessary or material to the conduct of our business in full force and effect; |
|
○ |
we and our subsidiaries will maintain insurance in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is in accordance with sound business practice by similarly situated companies; |
|
○ |
we and our subsidiaries will not, (directly or indirectly), enter into, renew, extend or be a party to, any transaction or series of related transactions with any affiliate, except transactions in the ordinary course of business and on terms that are comparable to an arm’s length transaction with a non-affiliate; |
|
○ |
we will not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by this offering) or (ii) issue any other securities that would cause a breach or default under the Notes; |
|
○ |
we and our subsidiaries will pay when due all taxes, fees or other charges of any nature whatsoever now or hereafter imposed or assessed us; and |
|
○ |
we will hire an independent, reputable investment bank to investigate whether any breach of the Notes has occurred if an event constituting, or that with the passage of time and without being cured would constitute, an event of default has occurred and is continuing or any Holder reasonably believes that an event constituting an event of default has occurred or is continuing. |
Installment Conversion; Installment Redemption
The Notes are payable in monthly
installments beginning on August 1, 2023 through the Maturity Date (each such date, an “Installment Date”). On each Installment
Date, we will make monthly payments by converting the applicable “Installment Amount” (as defined below) into shares of our
common stock (an “Installment Conversion”), subject to satisfaction of certain equity conditions as described in the Note,
including a minimum $1.50 share price, $500,000 minimum daily volume, and maintaining continued Nasdaq listing requirements among other
conditions.
We may also, at our option,
pay the Installment Amount by redeeming such Installment Amount in cash (an “Installment Redemption”), or by any combination
of an Installment Conversion and an Installment Redemption. However, payment in cash is required in the event equity conditions under
the Note are not satisfied.
The “Installment
Amount” will equal:
|
(i) |
for all Installment Dates other than the Maturity Date, the lesser of (x) the Holder Pro Rata Amount of $1,437,500 and (y) the principal amount then outstanding under the Note; and |
|
(ii) |
on the Maturity Date, the principal amount then outstanding under the Note. |
Changes to the Notes
Each Note may not be changed
or amended without the prior written consent of the holder of such Note and the Trustee.
Calculations in Respect of the Notes
We will be responsible for
making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the prices of
our common stock, the conversion price of the Notes, accrued interest payable on the Notes, the number of shares of our common stock issuable
in connection with payments of principal and interest under the Notes. We will make all these calculations in good faith and, absent manifest
error, our calculations will be final and binding on Holders of Notes.
Form, Denomination and Registration
The Notes will be issued:
(i) in certificated form; (ii) without interest coupons; and (iii) in minimum denominations of $1,000 principal amount and whole multiples
of $1,000.
Governing Law
The Notes will be governed
by, and construed in accordance with, the laws of New York without regard to its conflicts of law principles.
CERTAIN U.S. FEDERAL INCOME
TAX CONSIDERATIONS
The following discussion summarizes
the material U.S. federal income tax considerations to U.S. Holders (as defined below) of the purchase, ownership and disposition of our
notes and any of our common stock received upon their conversion. This summary does not purport to deal with all aspects of U.S. federal
income taxation that may be relevant to an investor’s decision to purchase notes, nor any tax consequences arising under the laws
of any state, locality or foreign jurisdiction. This summary is not intended to be applicable to all categories of investors, such as
dealers in securities, banks, thrifts or other financial institutions, insurance companies, regulated investment companies, real estate
investment trusts, tax-exempt organizations, U.S. expatriates, persons that hold the notes or common stock as part of a straddle, conversion
transaction or hedge, persons who own 10% or more of our outstanding stock, persons that are required to accelerate the recognition of
any item of gross income with respect to the notes as a result of such income being recognized on an applicable financial statement, persons
deemed to sell the notes or the common stock under the constructive sale provisions of the U.S. Internal Revenue Code of 1986, as amended,
or the Code, a U.S. Holder (as defined below) whose “functional currency” is other than the U.S. dollar, or persons who acquire
or are deemed to have acquired the notes in an exchange or for property other than cash, or holders subject to the alternative minimum
tax, each of which may be subject to special rules. In addition, this discussion is limited to persons who hold the notes and common stock
as “capital assets” (generally, property held for investment) within the meaning of Code Section 1221 and acquire the notes
in connection with this offering.
If an entity treated as a
partnership for U.S. federal income tax purposes holds the notes or the common stock, the U.S. federal income tax treatment of a partner
will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding the
notes or the common stock are encouraged to consult their own tax advisors.
The following discussion of
U.S. federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations
issued by the U.S. Department of the Treasury, all of which are subject to change, possibly with retroactive effect. References in the
following discussion to “we” and “us” are to Ondas and its subsidiaries on a consolidated basis.
PROSPECTIVE PURCHASERS
OF THE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE UNITED STATES FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES TO THEM OF
THE PURCHASE, OWNERSHIP, CONVERSION AND DISPOSITION OF THE NOTES.
U.S. Federal Income Taxation of U.S. Holders
As used in this section, a
“U.S. Holder” is a beneficial owner of notes or common stock that is: (1) an individual citizen or resident alien of
the United States, (2) a corporation or other entity that is taxable as a corporation, created or organized under the laws of the
United States or any state or political subdivision thereof (including the District of Columbia), (3) an estate, the income of which
is subject to U.S. federal income taxation regardless of its source, and (4) a trust, if (A) a U.S. court can exercise primary supervision
over the administration of such trust and one or more U.S. persons has the authority to control all substantial decisions of the trust
or (B) the trust has in effect a valid election to be treated as a U.S. person for U.S. federal income tax purposes.
Payment of Interest
Stated Interest. Interest
on a note generally will be includable in the income of a U.S. Holder as ordinary income at the time such interest is received or accrued,
in accordance with such holder’s regular method of accounting for U.S. federal income tax purposes.
Original Issue Discount.
We issued the notes at a substantial discount from their principal amount at maturity. For United States federal income tax purposes,
the difference between the issue price and the stated principal amount at maturity of each note constitutes original issue discount (“OID”).
A U.S. Holder will be required to include OID in its gross income periodically over the term of the notes before receipt of the cash or
other payment attributable to such income.
The amount of OID a U.S. Holder
must include in gross income as it accrues is the sum of the daily portions of OID with respect to the note for each day during the taxable
year or portion of a taxable year on which the U.S. Holder holds the note. The daily portion is determined by allocating to each day of
an accrual period a pro rata portion of an amount equal to the adjusted issue price of the note at the beginning of the accrual
period multiplied by the yield to maturity of the note. The accrual period of a note may be of any length the U.S. Holder chooses and
may vary in length over the term of the note, provided that each accrual period is no longer than one year and each scheduled payment
of principal or interest occurs either on the final day of an accrual period or on the first day of an accrual period.
The issue price of a note
for OID purposes is the first price at which a substantial amount of notes are sold to investors (excluding sales to bond houses, brokers,
or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers), which price is expected
to be the issue price shown on the cover of this Prospectus. The adjusted issue price of the note at the start of any accrual period is
the issue price of the note increased by the accrued original issue discount for each prior accrual period.
Under these rules, a U.S.
Holder will be required to include in gross income increasingly greater amounts of OID in each successive accrual period. Any amount included
in income as OID will increase a U.S. Holder’s basis in the note.
Sale, Exchange or Redemption of a Note or Conversion
of a Note Solely in Exchange for Cash
Upon the sale, exchange or
redemption of a note or conversion of a note solely in exchange for cash, a U.S. Holder generally will recognize capital gain or loss
equal to the difference between (1) the amount of cash proceeds and the fair market value of any property received on the sale, exchange,
redemption or conversion, except to the extent such amount is attributable to accrued interest not previously included in income, which
is taxable as ordinary income, and (2) such U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis
in a note generally will equal the cost of the note to such U.S. Holder plus the amount, if any, of OID included in gross income as of
the date of sale, exchange, redemption or conversion of the note, and the amount, if any, included in income on an adjustment to the conversion
rate of the notes, as described in “Adjustments to Conversion Rate” below. U.S. Holders are encouraged to consult their tax
advisors regarding the treatment of capital gains (which may be taxed at lower rates than ordinary income for U.S. Holders who are individuals,
trusts or estates) and capital losses (the deductibility of which is subject to limitations).
Adjustments to Conversion Rate
The conversion rate of the
notes is subject to adjustment under certain circumstances, as described under “Description of Notes—Adjustment To Conversion
Rate.” In the event of an adjustment to the conversion rate of the notes as a result of taxable dividends to holders of our common
stock or certain other events, including upon a make-whole fundamental change in certain circumstances, holders of the notes may be treated
as having received a constructive distribution for U.S. federal income tax purposes, even if such holder does not exercise its conversion
privilege. In addition, a failure to adjust (or to adjust adequately) the conversion rate after an event that increases a noteholder’s
proportionate interest in our assets or earnings and profits could be treated as a constructive distribution. Any such constructive distribution
will be taxable as a dividend to the extent of our current and accumulated earnings and profits. As a result, U.S. Holders could have
taxable income as a result of an event pursuant to which no cash or property is received. It is not clear whether any such dividend will
be eligible for the reduced tax rate available to certain non-corporate U.S. Holders with respect to “qualified dividend income”
as discussed below under “—Taxation of Distributions on Common Stock.”
Conversion of the Notes Into Common Stock
A U.S. Holder generally will
not recognize any income, gain or loss upon conversion of a note into common stock except with respect to cash received in lieu of a fractional
share of common stock. A U.S. Holder’s tax basis in the common stock received on conversion of a note will be the same as such U.S.
Holder’s adjusted tax basis in the note at the time of conversion, reduced by any basis allocable to a fractional share interest,
and the holding period for the common stock received on conversion will generally include the holding period of the note converted. However,
to the extent that any common stock received upon conversion is considered attributable to accrued interest not previously included in
income by the U.S. Holder, it will be taxable as ordinary income. A U.S. Holder’s tax basis in shares of common stock considered
attributable to accrued interest generally will equal the amount of such accrued interest included in income, and the holding period for
such shares will begin on the date of conversion.
Cash received in lieu of a
fractional share of common stock upon conversion will be treated as a payment in exchange for the fractional share of common stock. Accordingly,
the receipt of cash in lieu of a fractional share of common stock generally will result in capital gain or loss, measured by the difference
between the cash received for the fractional share and the U.S. Holder’s adjusted tax basis in the fractional share, and will be
taxable as described below under “Sale, Exchange or Other Disposition of Common Stock.”
Taxation of Distributions on Common Stock
Distributions, if any, paid
on our common stock generally will be includable in a U.S. Holder’s income as dividend income to the extent made from our current
or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and
accumulated earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax
basis in his common stock on a dollar-for-dollar basis and thereafter as capital gain. Such distributions should qualify for taxation
at preferential rates in the case of a U.S. Holder which is an individual, trust or estate, provided that such holder meets certain holding
period and other requirements.
Sale, Exchange or Other Disposition of Common
Stock
Upon the sale, exchange or
other disposition of common stock, a U.S. Holder generally will recognize capital gain or capital loss equal to the difference between
the amount realized on such sale or exchange and such holder’s adjusted tax basis in such common stock. U.S. Holders are encouraged
to consult their tax advisors regarding the treatment of capital gains (which may be taxed at lower rates than ordinary income for U.S.
Holders who are individuals, trusts or estates) and capital losses (the deductibility of which is subject to limitations). A U.S. Holder’s
gain or loss will generally be treated (subject to certain exceptions) as gain or loss from sources within the United States for U.S.
foreign tax credit limitation purposes.
Additional Tax on Investment Income
A U.S. Holder that is an individual,
estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s net investment
income for the taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain
threshold. A U.S. Holder’s net investment income will generally include interest income and gain on the disposition of securities.
This tax is in addition to any income taxes due on such investment income. U.S. Holders are encouraged to consult their tax advisors regarding
the applicability of the 3.8% tax on net investment income to the ownership of the notes.
Information Reporting and Backup Withholding
Under certain circumstances,
the Code requires “information reporting” annually to the IRS and to U.S. Holders, and “backup withholding” with
respect to certain payments made on or with respect to the notes. Certain U.S. Holders are exempt from backup withholding and information
reporting, including tax-exempt organizations, qualified pension and profit sharing trusts, and individual retirement accounts that provide
a properly completed IRS Form W-9. Backup withholding will apply to a non-exempt U.S. Holder if such U.S. Holder (1) fails to furnish
its taxpayer identification number, or TIN, which, for an individual would be his or her social security number, (2) furnishes an incorrect
TIN, (3) is notified by the IRS that it has failed to properly report payments of interest and dividends, or (4) under certain circumstances,
fails to certify, under penalties of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject
to backup withholding for failure to report interest and dividend payments.
Backup withholding is not
an additional tax. Rather, the United States federal income tax liability of persons subject to backup withholding will be offset by the
amount of tax withheld. If backup withholding results in an overpayment of United States federal income tax, a refund or credit may be
obtained from the IRS, provided that certain required information is timely furnished.
PLAN OF DISTRIBUTION
We have entered into a placement
agent agreement, dated as of October 26, 2022 (the “Placement Agent Agreement”), with Oppenheimer & Co. Inc. to act as
our sole placement agent in connection with this offering. Subject to the terms and conditions contained in the Placement Agent Agreement,
the placement agent agreed to act as placement agent in connection with the sale of the Notes offered pursuant to this prospectus supplement
and the accompanying prospectus. The placement agent is not purchasing or selling any of the Notes we are offering by this prospectus
supplement, and is not required to arrange the purchase or sale of any specific dollar amount, but the placement agent has agreed to use
“reasonable efforts” to arrange for the sale of the Notes offered hereby.
We have entered into the Securities
Purchase Agreement. All of the Notes will be sold at the same price. We established the price following negotiations with prospective
investors and with reference to the prevailing market price of our common stock, recent trends in such price and other factors. We expect
that the sale of the Notes will be completed on or around July 25, 2023.
Securities Purchase Agreement
Pursuant to the Securities
Purchase Agreement, as amended, modified or waived from time to time, we will offer and the investors will purchase $11.5 million of our
Notes, resulting in gross proceeds to the Company of approximately $10.0 million, before deducting placement agent fees and estimated
offering expenses. The Securities Purchase Agreement provides that the obligations of each investor are subject to certain conditions
precedent, including, among other things, the absence of any material adverse change in our business and the receipt of customary opinions
and closing certificates.
The foregoing does not purport
to be a complete statement of the terms and conditions of the Securities Purchase Agreement, a copy of which is included as an exhibit
to the Current Reports on Form 8-K filed on October 26, 2022 and January 23, 2023, in connection with this offering and incorporated by
reference into the registration statement of which this prospectus supplement and the accompanying prospectus form a part.
Placement Agent Agreement
The Placement Agent Agreement
provides that the obligations of the placement agent and the investors are subject to certain conditions precedent, including the absence
of any material adverse change in our business and the receipt of customary legal opinions, letters and certificates addressed to the
placement agent.
Pursuant to the terms of the
Placement Agent Agreement, we will pay the placement agent a cash placement agent fee equal to 5% of the gross proceeds of this offering.
The following table shows the placement agent fee we will pay to the placement agent in connection with the sale of the Notes offered
hereby, assuming the purchase of all of the Notes we are offering:
Per each $1,000 of aggregate principal amount of Notes | |
$ | 50 | |
Total | |
$ | 500,000 | |
We estimate that the total expenses of this offering, excluding the
placement agent fees, will be approximately $9,225,000. We have also agreed to reimburse the placement agent for out-of-pocket costs
and expenses incident to this offering and the performance of the obligations of the placement agent (including, without limitation, the
fees and expenses of counsel to the placement agent), provided, that, excluding expenses related to Blue Sky and FINRA filings, such costs
and expenses shall not exceed $25,000 without our prior approval (such approval not to be unreasonably withheld, conditioned or delayed).
We have agreed to indemnify
the placement agent against liabilities arising out of its activities pursuant to the Placement Agent Agreement. We have also agreed to
contribute to payments the placement agent may be required to make in respect of such liabilities.
The foregoing does not purport
to be a complete statement of the terms and conditions of the Placement Agent Agreement, a copy of which is included as an exhibit to
the Current Report on Form 8-K filed on October 26, 2022, in connection with this offering and incorporated by reference into the registration
statement of which this prospectus supplement and the accompanying prospectus form a part.
Price Stabilization, Short Positions and Penalty Bids
The placement agent has informed
us that it will not engage in over-allotment, stabilizing transactions or syndicate covering transactions in connection with this offering.
Electronic Distribution
A prospectus supplement in
electronic format may be delivered to potential investors by the placement agent. The prospectus supplement in electronic format will
be identical to the paper version of such prospectus supplement. Other than the prospectus supplement in electronic format, the information
on the placement agent’s web site and any information contained in any other web site maintained by the placement agent is not part
of the prospectus or the registration statement of which this prospectus supplement forms a part.
Lock-up
Provisions in Securities Purchase Agreement
We are also subject to certain
lock-up provisions in the Securities Purchase Agreement. Terms used herein and not defined herein have the meanings ascribed to them in
the Securities Purchase Agreement.
Pursuant to the terms of the
Securities Purchase Agreement, so long as any investor beneficially owns any of our securities, we will not, without the prior written
consent of the Required Holders issue any Notes (other than to the investors as contemplated herein) and we shall not issue any other
securities that would cause a breach of default under the Notes. We agree that for the period commencing on the date of this prospectus
supplement and ending on the date immediately following the six month anniversary of the Additional Closing Date (the “Restricted
Period”), neither we nor any of our subsidiaries shall directly or indirectly:
|
● |
file a registration statement under the Securities Act relating to securities that are not the Underlying Securities (other than a registration statement on Form S-4 or Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date of this prospectus supplement (including the registration statement of which this prospectus supplement forms a part) (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)); |
|
● |
amend or modify (whether by an amendment, waiver, exchange of securities, or otherwise) any of our warrants to purchase common stock that are outstanding as of the date of this prospectus supplement; or |
|
● |
issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act)), any Convertible Securities, any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”). |
Notwithstanding the
foregoing, these lock-up restrictions shall not apply in respect of the issuance of (A) shares of common stock or standard options
to purchase common stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock
Plan (as defined below), provided, that (x) all such issuances (taking into account the shares of common stock issuable upon
exercise of such options) after the date of this prospectus supplement pursuant to this clause (A) do not, in the aggregate, exceed
more than 5% of the shares of common stock issued and outstanding immediately prior to the date of this prospectus supplement and
(y) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares
issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that
adversely affects any of the investors; (B) shares of common stock issued upon the conversion or exercise of Convertible Securities
(other than standard options to purchase common stock issued pursuant to an Approved Stock Plan that are covered by clause (A)
above) issued prior to the date of this prospectus supplement, provided, that the conversion, exercise or other method of
issuance (as the case may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method
of issuance (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the
date of this prospectus supplement, the conversion, exercise or issuance price of any such Convertible Securities (other than
standard options to purchase common stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) is not
lowered, none of such Convertible Securities (other than standard options to purchase common stock issued pursuant to an Approved
Stock Plan that are covered by clause (A) above) are amended to increase the number of shares issuable thereunder and none of the
terms or conditions of any such Convertible Securities (other than standard options to purchase shares of common stock issued
pursuant to an Approved Stock Plan that are covered by clause (A) above) are otherwise materially changed in any manner that
adversely affects any of the Buyers; (C) the Conversion Shares; (D) any shares of common stock, warrants or options issued or
issuable in connection with the acquisition of Airobotics Ltd. and with any bona fide strategic or commercial alliances,
acquisitions, mergers, licensing arrangements, and strategic partnerships, provided, that (x) the primary purpose of such issuance
is not to raise capital as reasonably determined, and (y) the purchaser or acquirer or recipient of the securities in such issuance
solely consists of either (I) the actual participants in such strategic or commercial alliance, strategic or commercial licensing
arrangement or strategic or commercial partnership, (II) the actual owners of such assets or securities acquired in such acquisition
or merger or (III) the stockholders, partners, employees, consultants, officers, directors or members of the foregoing persons, in
each case, which is, itself or through its subsidiaries, an operating company or an owner of an asset, in a business synergistic
with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, and
(z) the number or amount of securities issued to such persons by the Company shall not be disproportionate to each such
person’s actual participation in (or fair market value of the contribution to) such strategic or commercial alliance or
strategic or commercial partnership or ownership of such assets or securities to be acquired by the Company, as applicable and (E)
shares of common stock issued upon exercise of the PIPE Warrants (each of the foregoing in clauses (A) through (E), collectively the
“Excluded Securities”). “Approved Stock Plan” means any employee benefit plan, including stock incentive
plans, which has been approved by our board of directors prior to or subsequent to the date of this prospectus supplement pursuant
to which shares of common stock and standard options to purchase common stock may be issued to any employee, officer or director for
services provided to us in their capacity as such.
NASDAQ Listing
Our shares of common stock
are listed on the Nasdaq Stock Market under the symbol “ONDS.” The transfer agent and registrar for our common stock is Globex
Transfer, LLC, 780 Deltona Blvd., Suite 202, Delton, Florida 32725. Its telephone number is (813) 344-4490.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this prospectus supplement, which means that we can disclose important information about us by referring
to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus.
This prospectus supplement incorporates by reference the documents and reports listed below other than portions of these documents that
are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8–K:
|
● |
Our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 14, 2023; |
|
|
|
|
● |
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 15, 2023; |
|
|
|
|
● |
Our Current Reports on
Form 8-K filed with the SEC on September
23, 2022, November 14,
2022, January 11, 2023, January
13, 2023, January 23,
2023, January 25, 2023, February
7, 2023, February 15,
2023, March 7, 2023, June
9, 2023, July 10, 2023, July
11, 2023, and July
24, 2023; and |
|
|
|
|
● |
The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A, filed with the SEC on December 3, 2020, as updated by the description of capital stock contained in Exhibit 4.6 to the Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 22, 2022. |
In addition, all documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be deemed to be incorporated by reference
in this prospectus supplement and to be a part hereof from the date of filing of such documents. In addition, all reports and other documents
filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration
statement shall be deemed to be incorporated by reference into this prospectus supplement. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement
to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by
reference herein, as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
We will provide, without charge,
to any person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, upon oral or written request
of such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus supplement but not delivered
with the prospectus supplement, including any exhibits to such documents that are specifically incorporated by reference in those documents.
Please make your request by writing or telephoning
us at the following address or telephone number:
Ondas Holdings Inc.
411 Waverley Oaks Road, Suite 114
Waltham, Massachusetts 02452
Attention: Eric Brock
Telephone: (888) 350-9994
LEGAL MATTERS
The validity of the securities
being offered by this prospectus supplement will be passed upon by Snell & Wilmer L.L.P., Las Vegas, Nevada. Certain legal matters
will be passed upon for the placement agent by White & Case LLP, New York, New York.
EXPERTS
The consolidated financial
statements of Ondas Holdings Inc. as of December 31, 2022 and December 31, 2021 and for the years then ended incorporated by reference
in this prospectus supplement have been so incorporated in reliance on the report of Rosenberg Rich Baker Berman, P.A., independent registered
public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
The financial statements of
Airobotics as of December 31, 2021 and December 31, 2020 and for the years ended included in this prospectus supplement have been so included
in reliance on the report of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent accountants, upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act relating to the offering of these securities. The registration statement,
including the attached exhibits and schedules, contains additional relevant information about us and the securities. This prospectus supplement
does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information
regarding our company and the notes offered by this prospectus supplement, you should refer to the registration statement, including the
exhibits and schedules thereto.
We file annual, quarterly
and other reports, proxy statements and other information with the SEC. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the
SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can be accessed free of charge through the Internet. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC at http://www.sec.gov. You may access the registration statement, of which this prospectus supplement is a part, and the documents
incorporated by reference herein, at the SEC’s Internet site. You may also access these documents at the Company’s website
at http://www.ondas.com. The information contained on our website and the SEC (except for
the filings described above) is expressly not incorporated by reference into this prospectus supplement.
PROSPECTUS
$150,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
This
prospectus relates to the sale from time to time in one or more offerings of up to $150,000,000 of shares of our Common Stock;
shares of our preferred stock, which we may issue in one or more series or classes; debt securities, which we may issue in one
or more series; warrants to purchase our Common Stock, preferred stock or debt securities; and units (collectively referred to
as the “securities”).
We
will provide the specific terms of any securities to be offered in one or more supplements to this prospectus. The prospectus
supplements may also add, update or change information contained in this prospectus. This prospectus may not be used to offer
and sell securities unless accompanied by a prospectus supplement.
When
securities are offered under this prospectus, we will provide you with a prospectus supplement describing the specific securities
being offered, the manner in which they are being offered, the offering price of the securities and the net proceeds from the
sale of those securities. The securities may be offered separately or together in any combination or as a separate series. You
should carefully read this prospectus and any accompanying prospectus supplement, together with any documents incorporated by
reference herein and therein, before you invest in our securities. We may sell these securities to or through underwriters, to
other purchasers, through dealers or agents or through any combination of these methods, on a continuous or delayed basis. For
additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this
prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is
being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options
will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to
receive from such sale will also be set forth in a prospectus supplement.
Our
Common Stock is traded on The NASDAQ Capital Market under the symbol “ONDS.” On January 28, 2021, the last reported
sale price of our Common Stock on The NASDAQ Capital Market was $12.13.
Investing
in our securities involves substantial risks. See “Risk Factors” beginning on page 3 of this prospectus and in
the applicable prospectus supplement, and in any other document incorporated by reference herein or therein, for factors you
should consider before buying any of our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2021.
TABLE
OF CONTENTS
PROSPECTUS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission,
or the SEC. By using a shelf registration statement, we may sell, at any time and from time to time in one or more offerings,
any combination of the securities described in this prospectus, up to a total dollar amount of $150,000,000. This prospectus provides
you with a general description of the securities that we may offer. Each time we sell securities, we will provide a prospectus
supplement and attach it to this prospectus. The prospectus supplement will contain more specific information about the terms
of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplements may also
add, update or change information contained or incorporated by reference in this prospectus. Any statement that we make in this
prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. If there is any
inconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on
the information in the prospectus supplement. This prospectus may not be used to offer or consummate a sale of securities unless
it is accompanied by a prospectus supplement.
The
exhibits to the registration statement of which this prospectus is a part contain the full text of certain contracts and other
important documents we have summarized in this prospectus. Because these summaries may not contain all the information that you
may find important in deciding whether to purchase the securities we may offer, you should review the full text of these documents.
The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find
Additional Information” below.
You
should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplements
filed with the SEC. We have not authorized anyone to provide you with different information and, if you are given any information
or representation about these matters that is not contained or incorporated by reference in this prospectus or a prospectus supplement,
you must not rely on that information. We are not making an offer to sell securities in any jurisdiction where the offer or sale
of such securities is not permitted.
Neither
the delivery of this prospectus or any applicable prospectus supplement nor any sale made using this prospectus or any applicable
prospectus supplement implies that there has been no change in our affairs or that the information in this prospectus or in any
applicable prospectus supplement is correct as of any date after their respective dates. You should not assume that the information
in or incorporated by reference in this prospectus or any applicable prospectus supplement prepared by us, is accurate as of any
date other than the date(s) on the front covers of those documents. Our business, financial condition, results of operations and
prospects may have changed since those dates.
When
used in this prospectus, the terms “Ondas Holdings,” the “Company,”
“we,” “us,” and “our” refer to Ondas Holdings Inc. and our consolidated subsidiaries, including
our wholly-owned subsidiary, Ondas Networks Inc.; references to “Ondas Networks” refers to our wholly-owned subsidiary,
Ondas Networks Inc., unless otherwise specified. Unless otherwise stated or indicated by context, the phrase “this
prospectus” refers to the prospectus and any applicable prospectus supplement.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which
we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the
Exchange Act, that relate to future events or to our future operations or financial performance. Any forward-looking statement
involves known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance
or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statement. Forward-looking statements include statements, other than statements of historical fact, about:
| ● | our
plans to further develop our FullMAX system of wireless base stations; |
| ● | our
plans to further develop remote radios; |
| ● | the
adoption by our target industries of the new IEEE 802.16s standard for private cellular
networks; |
| ● | our
future development priorities; |
| ● | our
estimates regarding the size of our potential target markets; |
| ● | our
expectations about the impact of new accounting standards; |
| ● | our
future operations, financial position, revenues, costs, expenses, uses of cash, capital
requirements, our need for additional financing or the period for which our existing
cash resources will be sufficient to meet our operating requirements; |
| ● | our
plans to list our common stock on the Nasdaq and whether an active trading market for
our common stock will develop; and |
| ● | our
strategies, prospects, plans, expectations, forecasts or objectives. |
Words
such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “forecast,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,”
“targets,” “likely,” “will,” “would,” “could,” “should,”
“continue,” “scheduled” and similar expressions or phrases, or the negative of those expressions or phrases,
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Although we believe that we have a reasonable basis for each forward-looking statement contained in this registration statement,
we caution you that these statements are based on our estimates or projections of the future that are subject to known and unknown
risks and uncertainties and other important factors that may cause our actual results, level of activity, performance, experience
or achievements to differ materially from those expressed or implied by any forward-looking statement. Actual results, level of
activity, performance, experience or achievements may differ materially from those expressed or implied by any forward-looking
statement as a result of various important factors, including our critical accounting policies and risks and uncertainties relating,
to:
| ● | our
ability to obtain additional financing on reasonable terms, or at all; |
| ● | our
ability to repay our indebtedness; |
| ● | the
accuracy of our estimates regarding expenses, costs, future revenues, uses of cash and
capital requirements; |
| ● | any
outbreak or worsening of an outbreak of contagious diseases, or other adverse public
health developments, could have a material and adverse effect on our business operations,
financial condition and results of operations; |
| ● | the
market acceptance of our wireless connection products and the IEEE 802.16s standard; |
| ● | our
ability to develop future generations of our current products; |
| ● | our
ability to generate significant revenues and achieve profitability; |
| ● | our
ability to successfully commercialize our current and future products, including their
rate and degree of market acceptance; |
| ● | our
ability to attract and retain key scientific or management personnel and to expand our
management team; |
| ● | our
ability to establish licensing, collaboration or similar arrangements on favorable terms
and our ability to attract collaborators with development, regulatory and commercialization
expertise; |
| ● | our
ability to manage the growth of our business; |
| ● | expenditures
not resulting in commercially successful products; |
| ● | our
outreach to global markets; |
| ● | our
commercialization, marketing and manufacturing capabilities and strategy; |
| ● | our
ability to expand, protect and maintain our intellectual property position; |
| ● | the
success of competing third-party products; |
| ● | our
ability to fully remediate our identified internal control material weaknesses; |
| ● | regulatory
developments in the United States and other countries; and |
| ● | our
ability to comply with regulatory requirements relating to our business, and the costs
of compliance with those requirements, including those on data privacy and security. |
WE
ARE AN EMERGING GROWTH COMPANY
We
qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS
Act. An emerging growth company may take advantage of reduced reporting and other burdens that are otherwise applicable generally
to public companies. These provisions include (i) a requirement to have only two years of audited financial statements and only
two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure, (ii)
an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant
to the Sarbanes-Oxley Act of 2002, and (iii) an exemption from compliance with the requirements of the Public Company Accounting
Oversight Board regarding the communication of critical audit matters in the auditor’s report on financial statements.
We
may take advantage of these provisions until the end of the fiscal year ending after the fifth anniversary of our initial public
offering or such earlier time that we are no longer an emerging growth company and if we do, the information that we provide stockholders
may be different than you might get from other public companies in which you hold equity. We would cease to be an emerging growth
company if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our shares of common
stock held by non-affiliates, or issue more than $1.0 billion of nonconvertible debt over a three year period.
The
JOBS Act permits an “emerging growth company” like us to take advantage of an extended transition period to comply
with new or revised accounting standards applicable to public companies. We have elected not to take advantage of the extended
transition period for complying with new or revised accounting standards.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus or the documents incorporated by reference herein. It is
not complete and may not contain all of the information that you should consider before investing in these securities. You should
carefully read the entire prospectus, including the “Risk Factors” section, the documents incorporated by reference
into this prospectus, and any prospectus supplement.
Overview
Ondas
Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We
refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). The Company’s wireless networking
products are applicable to a wide range of MC-IoT applications which are most often located at the very edge of large industrial
networks. These applications require secure, real time connectivity with the ability to process large amounts of data at the edge.
Such applications are required in all of the major critical infrastructure markets including rail, electric grids, drones, oil
and gas, and public safety and government, where secure, reliable and fast operational decisions are required in order to improve
efficiency and ensure a high degree of safety and security. We design, develop, manufacture, sell and support FullMAX, our patented,
Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers
install FullMAX systems in order to upgrade and expand their legacy wide-area network (“WAN”) infrastructure. Our
MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the
leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16s standard. Ondas has taken
a leadership position in IEEE as it relates to wireless networking for industrial markets given that standards-based communications
solutions are preferred by our mission-critical customers and ecosystem partners. As such, management believes this standards-based
approach supports the adoption of the Company’s technology across a burgeoning ecosystem of partners and end markets.
Our
FullMAX SDR platform is an important and timely upgrade solution for privately-owned and operated wireless WANs, leveraging Internet
Protocol-based communications to provide more reliability and data capacity for our mission-critical infrastructure customers.
Critical infrastructure markets throughout the globe have reached an inflection point where legacy serial and analog based protocols
and network transport systems no longer meet industry needs. In addition to offering enhanced data throughput, FullMAX is an intelligent
networking platform enabling the adoption of sophisticated operating systems and equipment supporting next-generation MC-IoT applications
over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge and the efficient
utilization of network capacity and scarce bandwidth resources which can be supported by the “Fog-computing” capability
integrated in our end-to-end network platform. Fog-computing utilizes management software to enable edge compute processing and
data and application prioritization in the field enabling our customers more reliable, real-time operating control of these new,
intelligent MC-IoT equipment and applications at the Edge. USA, Inc. in February 2019, we are making a concerted effort to grow
our cars and light truck categories.
We
sell our products and services globally through a direct sales force and value-added sales partners to critical infrastructure
providers including major rail operators, commercial and industrial drone operators, electric and gas utilities, water and wastewater
utilities, oil and gas producers and pipeline operators, and for other critical infrastructure applications in areas such as homeland
security and defense, and transportation. We continue to develop our value-added reseller relationships which today include a
major strategic partnership with Siemens Mobility for the development of new types of wireless connectivity for the North American
Rail. In addition, Ondas and JVCKenwood, a global supplier of Land Mobile Radio (LMR) systems, have jointly responded to a request
from the rail industry for the design and delivery of a next generation data and voice platform. We believe our Siemens’
partnership and our joint effort with JVCKenwood are indicative of the potential for additional Tier 1 partnerships in our other
vertical markets including securing reseller relationships with major suppliers to the worldwide government and homeland security
markets. These partnerships are being driven by the flexibility of our FullMAX software to support legacy industrial protocols
(e.g. Push to Talk Voice, Dial-up Serial Data Communications, and Advanced Train Control System – ATCS) while simultaneously
operating our state of the art MC-IoT protocols. This dual and multi-mode software capability provides major industrial customers
with a seamless migration path to advanced internet-protocol-based networks. Over time, these legacy functions, like Push to Talk
Voice and ATCS, are transformed into just several of many new data applications we can support.
Implications
of Being an Emerging Growth Company
We
are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the
JOBS Act. We will remain an emerging growth company until the earlier of (1) December 31, 2021, (2) the last day of the fiscal
year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are
deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended,
or the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million
as of the last business day of the second fiscal quarter of such fiscal year or (4) the date on which we have issued more than
$1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage
of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally
applicable to public companies. As an emerging growth company, we may present only two years of audited financial statements,
plus unaudited condensed financial statements for any interim period, and related management’s discussion and analysis of
financial condition and results of operations in this prospectus; we may avail ourselves of the exemption from the requirement
to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant
to the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley; we may provide reduced disclosure about our executive compensation arrangements;
and we may not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.
In
addition, under the JOBS Act, an emerging growth company can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period,
and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards
is required for other public companies.
We
are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to take advantage
of certain of the scaled disclosure available to smaller reporting companies.
Corporate
History
Ondas
Holdings Inc. was originally incorporated in Nevada on December 22, 2014 under the name Zev Ventures Incorporated. On September
28, 2018, we consummated a reverse acquisition transaction to acquire a privately-held company, Ondas Networks Inc., and changed
our name from “Zev Ventures Incorporated” to “Ondas Holdings Inc.” As a result, Ondas Networks Inc. became
our wholly-owned subsidiary. We refer to this transaction as the “Acquisition.” In connection with the closing of
the Acquisition, we discontinued the prior business of Zev Ventures as a reseller of sporting and concert tickets and our sole
business became that of Ondas Networks.
Ondas
Networks was originally incorporated in Delaware on February 16, 2006 under the name Full Spectrum Inc. On August 10, 2018, the
name was changed to Ondas Networks Inc.
Corporate
Information
Our
principal executive offices are located at 61 Old South Rd., #495, Nantucket, MA 02554 and our telephone number is (888) 350-9994.
We maintain a website at www.ondas.com, to which we regularly post copies of our press releases as well as additional information
about us. Our filings with the Securities and Exchange Commission, or SEC, will be available free of charge through the website
as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Information contained on, or
accessible through, our website does not constitute a part of this prospectus or our other filings with the SEC, and you should
not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding
whether to purchase shares of our common stock.
All
brand names or trademarks appearing in this prospectus are the property of their respective holders. Use or display by us of other
parties’ trademarks, trade dress, or products in this prospectus is not intended to, and does not, imply a relationship
with, or endorsements or sponsorship of, us by the trademark or trade dress owners.
RISK
FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, you should consider carefully the risks, uncertainties
and other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, and in documents which are
incorporated by reference into this prospectus, as well as the risk factors and other information contained in or incorporated
by reference into the applicable prospectus supplement.
If
any of these risks were to occur, our business, affairs, prospects, assets, financial condition, results of operations and cash
flow could be materially and adversely affected. If this occurs, the market or trading price of our securities could decline,
and you could lose all or part of your investment. In addition, please read “Special Note Regarding Forward-Looking Statements”
in this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements
included or incorporated by reference into this prospectus.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of the securities offered by this prospectus. Unless
we inform you otherwise in a prospectus supplement, we intend to use the net proceeds of any securities sold under this prospectus
for general corporate purposes. General corporate purposes may include any of the following:
| ● | funding
capital expenditures; |
| ● | paying
for possible acquisitions or the expansion of our business; and |
| ● | providing
working capital. |
When
a particular series of securities is offered, the prospectus supplement relating to that offer will set forth our intended use
for the proceeds we receive from the sale of those securities. Pending the application of the net proceeds, we may invest the
proceeds in short-term, interest-bearing instruments or other investment-grade securities.
From
time to time, we engage in preliminary discussions and negotiations with various businesses in order to explore the possibility
of an acquisition or investment. However, as of the date of this prospectus, we have not entered into any agreements or arrangements
which would make an acquisition or investment probable under Rule 3-05(a) of Regulation S-X. In addition, as of the date of this
prospectus, we have not entered into any agreements or arrangements for capital expenditures that would be paid for from the proceeds
of this offering.
DESCRIPTION
OF CAPITAL STOCK
Overview
Our
authorized capital stock consists of (i) 116,666,667 shares of common stock, par value $0.0001 per share, after giving effect
to the 1-for-3 reverse stock split of the Company’s authorized and outstanding common stock, effective November 13,
2020 (the “Reverse Stock Split”), and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. As
of January 28, 2021, we had 26,637,038 shares of common stock outstanding, after giving effect to the Reverse Stock Split,
and no shares of preferred stock outstanding. The following is a summary of the rights of our common and preferred stock and
some of the provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, and the Nevada
Revised Statutes (the “NRS”). Because it is only a summary, it does not contain all the information that may be
important to you. For a complete description you should refer to our amended and restated articles of incorporation and our
bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, as well
as the relevant provisions of the NRS.
Common
Stock
The
holders of the Company’s common stock:
1.
Have ratable rights to dividends from funds legally available if and when declared by the Company’s Board of Directors (the
“Board”).
2.
Are entitled to share ratably in all of the Company’s assets available for distribution to holders of common stock upon
liquidation.
3.
Do not have the right to preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions
or rights.
4.
Are entitled to cast one non-cumulative vote for each share held on all matters on which holders of common stock may vote and,
with respect to the election of directors, one non-cumulative vote for each share held for each of the duly nominated directors.
The
rights, preferences, and privileges of the holders of common stock may be adversely affected by, the rights of the holders of
any series of Preferred Stock that may be issued by Ondas.
Preferred
Stock
The
Board may, without further action of the Company’s stockholders, issue shares of Preferred Stock in one or more series,
fix the number of shares, determine or alter for each such series, such voting powers, full or limited, or no voting powers, and
such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or
restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the
issuance of such shares and as may be permitted under Chapter 78 of the NRS.
The
Board may also increase or decrease the number of shares of any series of Preferred Stock subsequent to the issuance of shares
of that series of Preferred Stock, but not below the number of shares of such series of Preferred Stock then outstanding. In case
the number of shares of any series of Preferred Stock shall be decreased in accordance with the foregoing sentence, the shares
constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the
number of shares of such series of Preferred Stock.
The
number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of Ondas entitled to vote thereon,
without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.
On
August 14, 2020, the Company filed a Certificate of Designation with the State of Nevada to designate 5,000,000 shares of the
Company’s Preferred Stock as Series A Preferred. Shares of Series A Preferred rank pari passu with the Company’s common
stock, except that holders of Series A Preferred shall have certain liquidation preferences as set forth in the Certificate of
Designation and the holders of the Series A Preferred are not entitled to vote on any matters presented to the stockholders of
the Company. The Certificate of Designation became effective on the August 14, 2020.
In
connection with the Company’s underwritten public offering of common stock consummated on December 8, 2020, the Company’s
outstanding 2,350,390 shares of Series A Convertible Preferred Stock mandatorily converted into an aggregate of 979,361 shares
of Common Stock. As of January 28, 2021, the Company has no shares of preferred stock outstanding.
Nevada
Laws
Chapter
78 of the NRS contains a provision governing “Acquisition of Controlling Interest.” This “control share act”
(NRS 78.378 through 78.3793, inclusive) provides generally that any person, individually or in association with others, that acquires
20% or more of the outstanding voting shares of certain Nevada corporations may be denied voting rights with respect to the acquired
shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or
in part. The control share act will apply to the Company if the Company were to have 200 or more stockholders of record (at least
100 of whom have addresses in Nevada appearing on the Company’s stock ledger) and if the Company does business in the State
of Nevada directly or through an affiliated corporation, unless the Company’s Articles of Incorporation or bylaws in effect
on the tenth day after the acquisition of a controlling interest provide otherwise. The control share act provides that a person,
individually or in association with others, acquires a “controlling interest” when it acquires ownership of outstanding
voting shares that, but for the operation of the control share act, would bring its voting power of the Company in the election
of directors within any of the following three ranges:
Once
an acquirer crosses one of the above thresholds, shares that it acquired in the transaction taking it over the threshold and within
the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become
“control shares” to which the voting restrictions described above apply. A corporation may elect to opt-out from the
provisions of the control share act by providing in the articles of incorporation or bylaws that such provisions do not apply
to the corporation. The Company’s Articles of Incorporation and bylaws do not exempt the Company’s common stock from
the control share act. As of the date of this filing, the Company does not have 200 or more stockholders of record and, as a result,
the control share act does not currently apply to the Company.
Exclusive
Jurisdiction of Certain Actions
Unless
we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County of the State
of Nevada (the “Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to
bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of
a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Company’s stockholders,
(iii) any action asserting a claim against the Company, any director or the Company’s officers or employees arising pursuant
to any provision of the NRS, Chapters 78 or 92A of the NRS or our Amended and Restated Articles of Incorporation or our Bylaws,
or (iv) any action asserting a claim against the Company, any director or the Company’s officers or employees governed by
the internal affairs doctrine. However, each of these clauses (i) through (iv) will not apply to any claim (x) as to which the
Court determines that there is an indispensable party not subject to the jurisdiction of the Court (and the indispensable party
does not consent to the personal jurisdiction of the Court within ten (10) days following such determination), (y) for which the
Court does not have subject matter jurisdiction, or (z) which is vested in the exclusive jurisdiction of a court or forum other
than the Court, including pursuant to Section 27 of the Exchange Act, which provides for exclusive federal jurisdiction over suits
brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section
22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder, and as such the exclusive jurisdiction
clauses set forth above would not apply to such suits.
Although
we believe these provisions benefit us by providing increased consistency in the application of Nevada law for the specified types
of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.
Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice
of and consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities
laws and the rules and regulations thereunder.
Transfer
Agent and Registrar
Our
transfer agent and registrar is Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, Florida. Its telephone number is
(813) 344-4490.
Stock
Exchange Listing
Our
common stock is listed on The Nasdaq Stock Market (the “Nasdaq”) under the symbol “ONDS.”
DESCRIPTION
OF DEBT SECURITIES
The
complete terms of the debt securities will be contained in the indenture and supplemental indenture applicable to the debt securities
unless we are not required under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, to issue the debt securities
pursuant to an indenture. These documents have been or will be included or incorporated by reference as exhibits to the registration
statement of which this prospectus is a part. You should read the indenture and supplemental indenture. You should also read the
prospectus supplement, which will contain additional information and which may update or change some of the information below.
This
section describes the general terms of the debt securities that we may offer using this prospectus. Further terms of the debt
securities will be stated in the applicable prospectus supplement. The following description and any description of the debt securities
in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of the
applicable indenture and supplemental indenture (to the extent we are required to issue the debt securities pursuant to an indenture)
and form of debt security.
General
We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible
or exchangeable debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may
be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and
in the manner described in the instrument governing the debt, to all or some portion of our senior indebtedness. Any convertible
debt securities that we may issue will be convertible into or exchangeable for common stock or other securities of Ondas. Conversion
may be mandatory or at your option and would be at prescribed conversion rates.
If
we are required pursuant to the provisions of the Trust Indenture Act, the debt securities will be issued under one or more indentures,
which are contracts between us and an eligible banking institution or other eligible party, as trustee. While the terms we have
summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular
terms of any debt securities that we may offer, including debt securities that are issued under an indenture, in more detail in
a prospectus supplement.
If
required, we will issue the senior debt securities under the senior indenture that we will enter into with the trustee named in
the senior indenture. If required, we will issue the subordinated debt securities under the subordinated indenture that we will
enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration
statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and
the subordinated indenture.
The
following summaries of the material provisions of the senior debt securities, the subordinated debt securities and the indentures
(to the extent applicable to a particular issuance of our debt securities) are not complete and are qualified in their entirety
by reference to all of the provisions of the indenture applicable to a particular series of debt securities. You should read the
applicable prospectus supplement that we may authorize to be provided to you related to the series of debt securities being offered
and, to the extent applicable, the complete indentures that contain the terms of the debt securities. Forms of indentures have
been filed as exhibits to the registration statement of which this prospectus is a part, and we will file supplemental indentures
and forms of debt securities containing the terms of the debt securities being offered under indentures as exhibits to the registration
statement of which this prospectus is a part or such supplemental indentures will be incorporated by reference to reports that
we file with the SEC. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are
identical.
The
indentures will be qualified under the Trust Indenture Act. We use the term “indenture trustee” to refer to either
the senior trustee or the subordinated trustee, as applicable.
The
indentures do not limit the amount of other debt that we may incur and do not contain financial or similar restrictive covenants.
The indentures do not contain any provision to protect holders of debt securities against a sudden or dramatic decline in our
ability to pay our debt.
The
prospectus supplement will describe the debt securities offered and the price or prices at which we will offer the debt securities.
The description will include:
| ● | the
title of the debt securities; |
| ● | whether
the debt securities are senior debt securities or subordinated debt securities and, if
subordinated debt securities, the related subordination terms; |
| ● | principal
amount being offered, and, if a series, the total amount authorized and the total amount
outstanding; |
| ● | any
limit on the aggregate principal amount of the debt securities or the series of which
they are a part; |
| ● | the
date or dates on which we must pay the principal; |
| ● | whether
the debt securities will be issued with any original issue discount; |
| ● | whether
the debt securities are convertible into common stock or other securities or property
and, if so, the terms and conditions upon which conversion will be effected, including
the initial conversion price or conversion rate and any adjustments thereto and the conversion
period; |
| ● | the
rate or rates at which the debt securities will bear interest, if any, the date or dates
from which interest will accrue, and the dates on which we must pay interest; |
| ● | whether
and under what circumstances, if any, we will pay a premium or additional amounts on
any debt securities; |
| ● | the
place or places where we must pay the principal and any premium or interest on the debt
securities; |
| ● | the
terms and conditions on which we may redeem or retire any debt security, if at all; |
| ● | any
obligation to redeem or repurchase any debt securities, and the terms and conditions
on which we must do so; |
| ● | the
denominations in which we may issue the debt securities if other than denominations of
$1,000 and any integral multiple thereof; |
| ● | the
manner in which we will determine the amount of principal of or any premium or interest
or additional amounts on the debt securities; |
| ● | the
principal amount of the debt securities that we will pay upon declaration of acceleration
of their maturity if other than 100%; |
| ● | the
amount that will be deemed to be the principal amount for any purpose, including the
principal amount that will be due and payable upon any maturity or that will be deemed
to be outstanding as of any date; |
| ● | whether
the debt securities will be secured or unsecured, and the terms of any secured debt; |
| ● | whether
the debt securities are defeasible; |
| ● | if
applicable, the terms of any right to convert debt securities into, or exchange debt
securities for, shares of common stock or other securities or property; |
| ● | restrictions
on transfer, sale or other assignment, if any; |
| ● | our
right, if any, to defer payment of interest and the maximum length of any such deferral
period; |
| ● | provisions
for a sinking fund, purchase or other analogous fund, if any; |
| ● | whether
we will issue the debt securities under indentures; |
| ● | whether
we will issue the debt securities in the form of one or more global securities and, if
so, the respective depositaries for the global securities and the terms of the global
securities; |
| ● | any
addition to or change in the events of default applicable to the debt securities and
any change in the right of the trustee or the holders to declare the principal amount
of any of the debt securities due and payable; |
| ● | any
addition to or change in the covenants in the indentures, if any, including whether the
indenture will restrict our ability or the ability of our subsidiaries to: |
| o | incur
additional indebtedness; |
| o | issue
additional securities; |
| o | pay
dividends or make distributions in respect of our capital shares or the capital shares
of our subsidiaries; |
| o | place
restrictions on our subsidiaries’ ability to pay dividends, make distributions
or transfer assets; |
| o | make
investments or other restricted payments; |
| o | sell
or otherwise dispose of assets; |
| o | enter
into sale-leaseback transactions; |
| o | engage
in transactions with stockholders or affiliates; |
| o | issue
or sell shares of our subsidiaries; or |
| o | effect
a consolidation or merger; |
| ● | whether
the indenture, if any, will require us to maintain any interest coverage, fixed charge,
cash flow-based, asset-based or other financial ratios; |
| ● | a
discussion of any material United States federal income tax considerations applicable
to the debt securities; |
| ● | information
describing any book-entry features; |
| ● | procedures
for any auction or remarketing, if any; and |
| ● | any
other specific terms, preferences, rights or limitations of, or restrictions on, the
debt securities, including any events of default that are in addition to those described
in this prospectus or any covenants provided with respect to the debt securities that
are in addition to those described above, and any terms that may be required by us or
advisable under applicable laws or regulations or advisable in connection with the marketing
of the debt securities. |
We
may sell the debt securities at a substantial discount below their stated principal amount. We will describe United States federal
income tax considerations, if any, applicable to debt securities sold at an original issue discount in the prospectus supplement.
An “original issue discount security” is any debt security that provides for an amount less than the principal amount
to be due and payable upon the declaration of acceleration of the maturity under the terms of the applicable indenture. The prospectus
supplement relating to any original issue discount securities will describe the particular provisions relating to acceleration
of the maturity upon the occurrence of an event of default. In addition, we will describe United States federal income tax or
other considerations applicable to any debt securities that are denominated in a currency or unit other than United States dollars
in the prospectus supplement.
Conversion
and Exchange Rights
The
applicable prospectus supplement will describe, if applicable, the terms on which you may convert debt securities into or exchange
them for common stock or other securities or property. The conversion or exchange may be mandatory or may be at your option. The
prospectus supplement will describe how the number of shares of common stock or other securities or property to be received upon
conversion or exchange would be calculated.
Subordination
of Subordinated Debt Securities
Unless
the prospectus supplement indicates otherwise, the following provisions will apply to the subordinated debt securities. The indebtedness
underlying the subordinated debt securities will be payable only if all payments due under our senior indebtedness, including
any outstanding senior debt securities, have been made. If we distribute our assets to creditors upon any dissolution, winding-up,
liquidation or reorganization or in bankruptcy, insolvency, receivership or similar proceedings, we must first pay all amounts
due or to become due on all senior indebtedness before we pay the principal of, or any premium or interest on, the subordinated
debt securities. In the event the subordinated debt securities are accelerated because of an event of default, we may not make
any payment on the subordinated debt securities until we have paid all senior indebtedness or the acceleration is rescinded. If
the payment of subordinated debt securities accelerates because of an event of default, we must promptly notify holders of senior
indebtedness of the acceleration.
Unless
otherwise indicated in a prospectus supplement, we may not make any payment on the subordinated debt securities if a default in
the payment of the principal of, premium, if any, interest or other obligations, including a default under any repurchase or redemption
obligation, in respect of senior indebtedness occurs and continues beyond any applicable grace period. We may not make any payment
on the subordinated debt securities if any other default occurs and continues with respect to senior indebtedness that permits
holders of the senior indebtedness to accelerate its maturity and the trustee receives a notice of such default from us, a holder
of such senior indebtedness or other person permitted to give such notice. We may not resume payments on the subordinated debt
securities until the defaults are cured or certain periods pass.
If
we experience a bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders
of subordinated debt securities may receive less, ratably, than our other creditors.
The
indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit
the amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us
from issuing any other debt, including secured debt or unsecured debt.
Form,
Exchange and Transfer
If
issued, the debt securities will be issued only in fully registered form, without coupons, and, unless otherwise specified in
the prospectus supplement, only in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may
issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with,
or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in a prospectus supplement
with respect to that series. We currently anticipate that the debt securities of each series offered and sold pursuant to this
prospectus will be issued as global debt securities as described under “Global Securities” and will trade in book-entry
form only.
At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described
in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for
other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or
with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the
security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer
or exchange, but we may require payment of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
| ● | issue,
register the transfer or exchange of any debt securities of any series being redeemed in part during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of the mailing; or |
| ● | register
the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion
of any debt securities we are redeeming in part. |
Consolidation,
Merger and Sale of Assets
Unless
otherwise specified in the prospectus supplement, we may not consolidate with or merge into, or sell, convey, transfer, lease
or otherwise dispose of all or substantially all of our properties and assets to, any person, and shall not permit any other person
to consolidate with or merge into us, unless:
| ● | either:
(i) we are the surviving corporation or (ii) the person formed by or surviving any consolidation, amalgamation or merger or resulting
from such conversion (if other than Ondas) or to which such sale, assignment, transfer, conveyance or other disposition has been
made, is a corporation, limited liability company or limited partnership organized and validly existing under the laws of the
United States, any state of the United States or the District of Columbia and assumes our obligations under the debt securities
and under the indentures pursuant to agreements reasonably satisfactory to the indenture trustee; |
| ● | immediately
before and after giving pro forma effect to such transaction, no event of default, and no event which, after notice or lapse of
time or both, would become an event of default, has occurred and is continuing; and |
| ● | several
other conditions, including any additional conditions with respect to any particular debt securities specified in the applicable
prospectus supplement, are met. |
The
terms of any securities that we may offer pursuant to this prospectus may limit our ability to merge or consolidate or otherwise
sell, convey, transfer or otherwise dispose of all or substantially all of our assets, which terms would be set forth in the applicable
prospectus supplement and supplemental indenture.
Events
of Default
Unless
otherwise specified in the applicable prospectus supplement, it is anticipated that each of the following will constitute an event
of default under the applicable indenture with respect to debt securities of any series:
| ● | failure
to pay principal of or any premium on any debt security of that series when due, whether or not, in the case of subordinated debt
securities, such payment is prohibited by the subordination provisions of the subordinated indenture; |
| ● | failure
to pay any interest on any debt securities of that series when due, continued for 30 days, whether or not, in the case of subordinated
debt securities, such payment is prohibited by the subordination provisions of the subordinated indenture; |
| ● | failure
to deposit any sinking fund payment, when due, in respect of any debt security of that series, whether or not, in the case of
subordinated debt securities, such deposit is prohibited by the subordination provisions of the subordinated indenture; |
| ● | failure
to perform or comply with the provisions described under “—Consolidation, Merger and Sale of Assets”; |
| ● | failure
to perform any of our other covenants in such indenture (other than a covenant included in such indenture solely for the benefit
of a series other than that series), continued for 60 days after written notice has been given to us by the applicable indenture
trustee, or the holders of at least 25% in principal amount of the outstanding debt securities of that series, as provided in
such indenture; and |
| ● | certain
events of bankruptcy, insolvency or reorganization affecting us or any significant subsidiary. |
If
an event of default (other than an event of default with respect to Ondas described in the last item listed above) with respect
to the debt securities of any series at the time outstanding occurs and is continuing, either the applicable trustee or the holders
of at least 25% in principal amount of the outstanding debt securities of that series by notice as provided in the applicable
indenture may declare the principal amount of the debt securities of that series (or, in the case of any debt security that is
an original issue discount debt security, such portion of the principal amount of such debt security as may be specified in the
terms of such debt security) to be due and payable immediately, together with any accrued and unpaid interest thereon. If an event
of default with respect to Ondas described in the last item listed above with respect to the debt securities of any series at
the time outstanding occurs, the principal amount of all the debt securities of that series (or, in the case of any such original
issue discount security, such specified amount) will automatically, and without any action by the applicable trustee or any holder,
become immediately due and payable, together with any accrued and unpaid interest thereon. After any such acceleration, but before
a judgment or decree based on acceleration, the holders of a majority in principal amount of the outstanding debt securities of
that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment
of accelerated principal (or other specified amount), have been cured or waived as provided in the applicable Indenture. For information
as to waiver of defaults, see “—Modification and Waiver” below.
Subject
to the provisions in the indentures relating to the duties of the trustees in case an event of default has occurred and is continuing,
each trustee will be under no obligation to exercise any of its rights or powers under the applicable indenture at the request
or direction of any of the holders, unless such holders have offered to such trustee reasonable security or indemnity. Subject
to such provisions for the indemnification of the trustees, the holders of a majority in principal amount of the outstanding debt
securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that
series.
No
holder of a debt security of any series will have any right to institute any proceeding with respect to the applicable indenture,
or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:
| ● | such
holder has previously given to the trustee under the applicable indenture written notice
of a continuing event of default with respect to the debt securities of that series; |
| ● | the
holders of not less than 25% in principal amount of the outstanding debt securities of
that series have made written request, and such holder or holders have offered reasonable
indemnity, to the trustee to institute such proceeding as trustee; and |
| ● | the
trustee has failed to institute such proceeding, and has not received from the holders
of a majority in principal amount of the outstanding debt securities of that series a
direction inconsistent with such request, within 60 days after such notice, request and
offer. |
However,
such limitations do not apply to a suit instituted by a holder of a debt security for the enforcement of payment of the principal
of or any premium or interest on such debt security on or after the applicable due date specified in such debt security.
We
will be required to furnish to each trustee annually, within 150 days after the end of each fiscal year, a certificate by certain
of our officers as to whether or not we, to their knowledge, are in default in the performance or observance of any of the terms,
provisions and conditions of the applicable indenture and, if so, specifying all such known defaults.
Modification
and Waiver
Unless
otherwise specified in the prospectus supplement, modifications and amendments of an indenture may be made by us and the applicable
trustee with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected
by such modification or amendment. However, no such modification or amendment may, without the consent of the holder of each outstanding
debt security affected thereby:
| ● | change
the stated maturity of the principal of, or time for payment of any installment of principal
of or interest on, any debt security; |
| ● | reduce
the principal amount of, or any premium or the rate of interest on, any debt security; |
| ● | reduce
the amount of principal of an original issue discount security or any other debt security
payable upon acceleration of the maturity thereof; |
| ● | change
the place or the coin or currency of payment of principal of, or any premium or interest
on, any debt security; |
| ● | impair
the right to institute suit for the enforcement of any payment due on any debt security; |
| ● | modify
the subordination provisions in the case of subordinated debt securities; |
| ● | reduce
the percentage in principal amount of outstanding debt securities of any series, the
consent of whose holders is required for modification or amendment of the indenture; |
| ● | reduce
the percentage in principal amount of outstanding debt securities of any series necessary
for waiver of compliance with certain provisions of the indenture or for waiver of certain
defaults; or |
| ● | modify
such provisions with respect to modification, amendment or waiver, except to increase
any such percentage or to provide that certain other provisions of the indenture cannot
be modified or waived without the consent of the holder of each outstanding debt security
affected thereby. |
The
holders of a majority in principal amount of the outstanding debt securities of any series may waive compliance by us with certain
restrictive provisions of the applicable indenture. The holders of a majority in principal amount of the outstanding debt securities
of any series may waive any past default under the applicable indenture, except a default in the payment of principal, premium
or interest and certain covenants and provisions of the indenture which cannot be amended without the consent of the holder of
each outstanding debt security of such series.
Each
of the indentures provides that in determining whether the holders of the requisite principal amount of the outstanding debt securities
have given or taken any direction, notice, consent, waiver or other action under such indenture as of any date:
| ● | the
principal amount of an original issue discount security that will be deemed to be outstanding
will be the amount of the principal that would be due and payable as of such date upon
acceleration of maturity to such date; |
| ● | the
principal amount of a debt security denominated in one or more foreign currencies or
currency units that will be deemed to be outstanding will be the United States-dollar
equivalent, determined as of such date in the manner prescribed for such debt security,
of the principal amount of such debt security (or, in the case of an original issue discount
security the United States dollar equivalent on the date of original issuance of such
security of the amount determined as provided immediately above); and |
| ● | certain
debt securities, including those owned by us or any of our other affiliates, will not
be deemed to be outstanding. |
Except
in certain limited circumstances, we will be entitled to set any day as a record date for the purpose of determining the holders
of outstanding debt securities of any series entitled to give or take any direction, notice, consent, waiver or other action under
the applicable indenture, in the manner and subject to the limitations provided in the indenture. In certain limited circumstances,
the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by
holders of a particular series, only persons who are holders of outstanding debt securities of that series on the record date
may take such action.
Optional
Redemption
If
specified in the applicable prospectus supplement, we may elect to redeem all or part of the outstanding debt securities of a
series from time to time before the maturity date of the debt securities of that series. Upon such election, we will notify the
indenture trustee of the redemption date and the principal amount of debt securities of the series to be redeemed. If less than
all the debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be
selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption
price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms
and conditions of those debt securities.
Notice
of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior
to the date set for such redemption. This notice will include the following information, as applicable: the redemption date; the
redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series
are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular
debt securities to be redeemed; that on the redemption date the redemption price will become due and payable upon each security
to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such
debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such
is the case.
Prior
to any redemption date, we will deposit or cause to be deposited with the indenture trustee or with a paying agent (or, if we
are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as
provided in the applicable indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the
redemption date shall be an interest payment date or the debt securities of such series provide otherwise) accrued interest on,
all of the debt securities or the part thereof to be redeemed on that date. On the redemption date, the redemption price will
become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed
will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt
securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date.
Any
debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and
we will execute, and the indenture trustee will authenticate and deliver to a holder without service charge, new debt securities
of the same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal
to and in exchange for the unredeemed portion of the debt securities that holder surrenders.
Satisfaction
and Discharge
Each
indenture will be discharged and will cease to be of further effect as to all outstanding debt securities of any series issued
thereunder, when:
| o | all
outstanding debt securities of that series that have been authenticated (except lost,
stolen or destroyed debt securities that have been replaced or paid and debt securities
for whose payment money has theretofore been deposited in trust and thereafter repaid
to us or discharged from such trust) have been delivered to the trustee for cancellation;
or |
| o | all
outstanding debt securities of that series that have not been delivered to the trustee
for cancellation have become due and payable or will become due and payable at their
stated maturity within one year or are to be called for redemption within one year under
arrangements satisfactory to the trustee; |
and
in either case we have irrevocably deposited with the trustee as trust funds for such purpose money in an amount sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire indebtedness of such debt securities not delivered
to the trustee for cancellation, for principal, premium, if any, and accrued interest to the date of such deposit (in the case
of debt securities that have become due and payable) or to the stated maturity or redemption date;
| ● | we
have paid or caused to be paid all other sums payable by us under the indenture with
respect to the debt securities of that series; and |
| ● | we
have delivered an officer’s certificate and an opinion of counsel to the trustee
stating that all conditions precedent to satisfaction and discharge of the indenture
with respect to the debt securities of that series have been complied with. |
Legal
Defeasance and Covenant Defeasance
If
and to the extent indicated in the applicable prospectus supplement, we may elect, at our option at any time, to have provisions
of the indentures relating to defeasance and discharge of indebtedness, which we call “legal defeasance,” relating
to defeasance of certain restrictive covenants applied to the debt securities of any series, or to any specified part of a series,
which we call “covenant defeasance.”
Legal
Defeasance. The indentures provide that, upon our exercise of our option (if any) to have the provisions relating to legal
defeasance applied to any debt securities, we will be discharged from all our obligations, and, if such debt securities are subordinated
debt securities, the provisions of the subordinated indenture relating to subordination will cease to be effective, with respect
to such debt securities (except for certain obligations to convert, exchange or register the transfer of debt securities, to replace
stolen, lost or mutilated debt securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit
in trust for the benefit of the holders of such debt securities of money or United States government obligations, or both, which,
through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such debt securities on the respective stated maturities in
accordance with the terms of the applicable indenture and such debt securities. Such defeasance or discharge may occur only if,
among other things:
| ● | we
have delivered to the applicable trustee an opinion of counsel to the effect that we
have received from, or there has been published by, the United States Internal Revenue
Service a ruling, or there has been a change in tax law, in either case to the effect
that holders of such debt securities will not recognize gain or loss for federal income
tax purposes as a result of such deposit and legal defeasance and will be subject to
federal income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit and legal defeasance were not to occur; |
| ● | no
event of default or event that with the passing of time or the giving of notice, or both,
shall constitute an event of default shall have occurred and be continuing at the time
of such deposit; |
| ● | such
deposit and legal defeasance will not result in a breach or violation of, or constitute
a default under, any agreement or instrument (other than the applicable indenture) to
which we are a party or by which we are bound; |
| ● | we
must deliver to the trustee an officer’s certificate stating that the deposit was
not made by us with the intent of preferring the holders of the debt securities over
any of our other creditors or with the intent of defeating, hindering, delaying or defrauding
any of our other creditors or others; |
| ● | we
must deliver to the trustee an officer’s certificate stating that all conditions
precedent set forth in the items set forth immediately above and the item set forth immediately
below, as applicable, have been complied with; |
| ● | in
the case of subordinated debt securities, at the time of such deposit, no default in
the payment of all or a portion of principal of (or premium, if any) or interest on any
of our senior debt shall have occurred and be continuing, no event of default shall have
resulted in the acceleration of any of our senior debt and no other event of default
with respect to any of our senior debt shall have occurred and be continuing permitting
after notice or the lapse of time, or both, the acceleration thereof: and |
| ● | we
have delivered to the trustee an opinion of counsel to the effect that all conditions
precedent set forth in first, third or fourth item above have been complied with. |
Covenant
Defeasance. The indentures provide that, upon our exercise of our option (if any) to have the covenant defeasance provisions
applied to any debt securities, we may omit to comply with certain restrictive covenants (but not to conversion, if applicable),
including those that may be described in the applicable prospectus supplement, the occurrence of certain events of default, which
are described above in the fifth item listed under “Events of Default” above and any that may be described in the
applicable prospectus supplement, will not be deemed to either be or result in an event of default and, if such debt securities
are subordinated debt securities, the provisions of the subordinated indenture relating to subordination will cease to be effective,
in each case with respect to such debt securities. In order to exercise such option, we must deposit, in trust for the benefit
of the holders of such debt securities, money or United States government obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the
principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms
of the applicable indenture and such debt securities. Such covenant defeasance may occur only if we have delivered to the applicable
trustee an opinion of counsel that in effect says that holders of such debt securities will not recognize gain or loss for federal
income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance were not
to occur, and the requirements set forth in the second, third, fourth, fifth, sixth and seventh items above are satisfied. If
we exercise this option with respect to any debt securities and such debt securities were declared due and payable because of
the occurrence of any event of default, the amount of money and United States government obligations so deposited in trust would
be sufficient to pay amounts due on such debt securities at the time of their respective stated maturities but may not be sufficient
to pay amounts due on such debt securities upon any acceleration resulting from such event of default. In such case, we would
remain liable for such payments.
Notices
We
will mail notices to holders of debt securities at the addresses that appear in the security register.
Title
We
may treat the person in whose name a debt security is registered as the absolute owner, whether or not such debt security may
be overdue, for the purpose of making payment and for all other purposes.
Information
Concerning the Indenture Trustee
The
indenture trustee undertakes to perform only those duties as are specifically set forth in the applicable indenture. The indenture
trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. The
indenture trustee shall be under no obligation to exercise any of the rights or powers vested in it by an indenture at the request
or direction of any of the applicable holders pursuant to such indenture unless such holders shall have offered to the indenture
trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction.
Payment
and Paying Agents
Unless
otherwise indicated in the applicable prospectus supplement, payment of interest on a debt security on any interest payment date
will be made to the person in whose name such debt security (or one or more predecessor securities) is registered at the close
of business on the regular record date for such interest.
Unless
otherwise indicated in the applicable prospectus supplement, principal of and any premium and interest on the debt securities
of a particular series will be payable at the office of such paying agent or paying agents as we may designate for such purpose
from time to time, except that at our option payment of any interest on debt securities in certificated loan may be made by check
mailed to the address of the person entitled thereto as such address appears in the security register. Unless otherwise indicated
in the applicable prospectus supplement, the corporate trust office of the trustee under the senior indenture in The City of New
York will be designated as sole paying agent for payments with respect to senior debt securities of each series, and the corporate
trust office of the trustee under the subordinated indenture in The City of New York will be designated as the sole paying agent
for payment with respect to subordinated debt securities of each series. Any other paying agents initially designated by us for
the debt securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate
additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying
agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular
series.
All
money paid by us to a paying agent for the payment of the principal of or any premium or interest on any debt security which remain
unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and
the holder of such debt security thereafter may look only to us for payment.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the state of New York.
DESCRIPTION
OF WARRANTS
The
complete terms of the warrants will be contained in the applicable warrant agreement and warrant. These documents will be included
or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the
warrant and warrant agreement. You should also read the prospectus supplement, which will contain additional information and which
may update or change some of the information below.
This
section describes the general terms of the warrants to purchase common stock, preferred stock and/or debt securities that we may
offer using this prospectus. Further terms of the warrants will be stated in the applicable prospectus supplement. The following
description and any description of the rights in a prospectus supplement may not be complete and is subject to and qualified in
its entirety by reference to the terms of the warrant and warrant agreement.
General
We
may issue additional warrants for the purchase of Common Stock, preferred stock and/or debt securities in one or more series.
If we offer warrants, we will describe the terms in a prospectus supplement. Warrants may be offered independently, together with
other securities offered by any prospectus supplement, or through a dividend or other distribution to stockholders and may be
attached to or separate from other securities. Warrants may be issued under a written warrant agreement to be entered into between
us and the holder or beneficial owner, or under a written warrant agreement with a warrant agent specified in a prospectus supplement.
A warrant agent would act solely as our agent in connection with the warrants of a particular series and would not assume any
obligation or relationship of agency or trust for or with any holders or beneficial owners of those warrants.
The
following are some of the terms relating to a series of warrants that could be described in a prospectus supplement:
| ● | aggregate
number of warrants; |
| ● | price
or prices at which the warrants will be issued; |
| ● | designation,
number, aggregate principal amount, denominations and terms of the securities that may
be purchased on exercise of the warrants; |
| ● | date,
if any, on and after which the warrants and the debt securities offered with the warrants,
if any, will be separately transferable; |
| ● | purchase
price for each security purchasable on exercise of the warrants; |
| ● | the
terms for changes to or adjustments in the exercise price, if any; |
| ● | dates
on which the right to purchase certain securities upon exercise of the warrants will
begin and end; |
| ● | minimum
or maximum number of securities that may be purchased at any one time upon exercise of
the warrants; |
| ● | anti-dilution
provisions or other adjustments to the exercise price of the warrants; |
| ● | terms
of any right that we may have to redeem the warrants; |
| ● | effect
of any merger, consolidation, sale or other transfer of our business on the warrants
and the applicable warrant agreement; |
| ● | name
and address of the warrant agent, if any; |
| ● | information
with respect to book-entry procedures; |
| ● | any
material United States federal income tax considerations; and |
| ● | other
material terms, including terms relating to transferability, exchange, exercise or amendments
of the warrants. |
Until
any warrants to purchase our securities are exercised, holders of the warrants will not have any rights of holders of the underlying
securities.
DESCRIPTION
OF UNITS
The
complete terms of the units will be contained in the unit agreement and any document applicable to the securities comprising the
units. These documents will be included or incorporated by reference as exhibits to the registration statement of which this prospectus
is a part. You should read the unit agreement and any related documents. You also should read the prospectus supplement, which
will contain additional information and which may update or change some of the information below.
This
section describes the general terms of the units that we may offer using this prospectus. Further terms of the units will be stated
in the applicable prospectus supplement. The following description and any description of the units in a prospectus supplement
may not be complete and is subject to and qualified in its entirety by reference to the terms of any agreement relating to the
units and the related documents applicable to the securities constituting the units.
We
may issue units, in one or more series, consisting of any combination of one or more of the other securities described in this
prospectus. If we offer units, we will describe the terms in a prospectus supplement. Units may be issued under a written unit
agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement
with a unit agent specified in a prospectus supplement. A unit agent would act solely as our agent in connection with the units
of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial
owners of those units.
Each
unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder
of a unit will have the rights and obligations of a holder of each included security.
The
following are some of the unit terms that could be described in a prospectus supplement:
| ● | aggregate
number of units; |
| ● | price
or prices at which the units will be issued; |
| ● | designation
and terms of the units and of the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately; |
| ● | effect
of any merger, consolidation, sale or other transfer of our business on the units and
the applicable unit agreement; |
| ● | name
and address of the unit agent; |
| ● | information
with respect to book-entry procedures; |
| ● | any
material United States federal income tax considerations; and |
| ● | other
material terms, including terms relating to transferability, exchange, exercise or amendments
of the units. |
The
provisions described in this section, as well as those described under “Description of Capital Stock,” “Description
of Debt Securities,” and “Description of Warrants,” will apply to each unit and to any Common Stock, preferred
stock, debt security or warrant included in each unit, respectively.
Unless
otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the State of New
York. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or
transferred separately, at any time or at any time before a specified date. We will file as an exhibit to a filing with the SEC
that is incorporated by reference into this prospectus the forms of the unit agreements containing the terms of the units being
offered. The description of units in any prospectus supplement will not necessarily describe all of the terms of the units in
detail. You should read the applicable unit agreements for a complete description of all of the terms.
GLOBAL
SECURITIES
Unless
otherwise indicated in the applicable prospectus supplement, securities other than Common Stock will be issued in the form of
one or more global certificates, or “global securities,” registered in the name of a depositary or its nominee. Unless
otherwise indicated in the applicable prospectus supplement, the depositary will be DTC. We expect that DTC’s nominee will
be Cede & Co. Accordingly, we expect Cede & Co. to be the initial registered holder of all securities that are issued
in global form. No person that acquires a beneficial interest in those securities will be entitled to receive a certificate representing
that person’s interest in the securities except as described herein or in the applicable prospectus supplement. Unless and
until definitive securities are issued under the limited circumstances described below, all references to actions by holders of
securities issued in global form will refer to actions taken by DTC upon instructions from its participants, and all references
to payments and notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered holder of these
securities.
DTC
is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning
of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of
the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Exchange Act. DTC holds securities that DTC participants deposit with DTC. DTC also facilitates the settlement among DTC
participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized
book-entry changes in DTC participants’ accounts, thereby eliminating the need for physical movement of certificates. DTC
participants include securities brokers and dealers, banks, trust companies and clearing corporations, and may include other organizations.
DTC is a wholly owned subsidiary of the Depository Trust & Clearing Company, or DTCC. DTCC, in turn, is owned by a number
of DTC’s participants and subsidiaries of DTCC as well as by other financial companies, including the New York Stock Exchange,
Inc. and the Financial Industry Regulatory Authority, Inc. Indirect access to the DTC system also is available to others such
as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either
directly or indirectly. The rules applicable to DTC and DTC participants are on file with the SEC.
Persons
that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests
in, securities may do so only through participants and indirect participants. Under a book-entry format, holders may experience
some delay in their receipt of payments, as such payments will be forwarded by our designated agent to Cede & Co., as nominee
for DTC. DTC will forward such payments to its participants, who will then forward them to indirect participants or holders. Holders
will not be recognized by the relevant registrar, transfer agent, trustee or warrant agent as registered holders of the securities
entitled to the benefits of our Articles of Incorporation or the applicable indenture, warrant agreement, trust agreement or guarantee.
Beneficial owners that are not participants will be permitted to exercise their rights only indirectly through and according to
the procedures of participants and, if applicable, indirect participants.
Under
the rules, regulations and procedures creating and affecting DTC and its operations as currently in effect, DTC will be required
to make book-entry transfers of securities among participants and to receive and transmit payments to participants. DTC rules
require participants and indirect participants with which beneficial securities owners have accounts to make book-entry transfers
and receive and transmit payments on behalf of their respective account holders.
Because
DTC can act only on behalf of participants, who in turn act only on behalf of participants or indirect participants, and certain
banks, trust companies and other persons approved by it, the ability of a beneficial owner of securities issued in global form
to pledge such securities to persons or entities that do not participate in the DTC system may be limited due to the unavailability
of physical certificates for these securities.
We
expect DTC to advise us that DTC will take any action permitted to be taken by a registered holder of any securities under our
Articles of Incorporation or the relevant indenture, warrant agreement, trust agreement or guarantee only at the direction of
one or more participants to whose accounts with DTC such securities are credited.
Unless
otherwise indicated in the applicable prospectus supplement, a global security will be exchangeable for the relevant definitive
securities registered in the names of persons other than DTC or its nominee only if:
| ● | DTC
notifies us that it is unwilling or unable to continue as depositary for that global
security or if DTC ceases to be a clearing agency registered under the Exchange Act when
DTC is required to be so registered; |
| ● | we
execute and deliver to the relevant registrar, transfer agent, trustee and/or warrant
agent an order complying with the requirements of the applicable indenture, trust agreement
or warrant agreement that the global security will be exchangeable for definitive securities
in registered form; or |
| ● | there
has occurred and is continuing a default in the payment of any amount due in respect
of the securities or, in the case of debt securities, an event of default or an event
that, with the giving of notice or lapse of time, or both, would constitute an event
of default with respect to these debt securities. |
Any
global security that is exchangeable under the preceding sentence will be exchangeable for securities registered in such names
as DTC directs.
Upon
the occurrence of any event described in the preceding paragraph, DTC is generally required to notify all participants of the
availability of definitive securities. Upon DTC surrendering the global security representing the securities and delivery of instructions
for re-registration, the registrar, transfer agent, trustee or warrant agent, as the case may be, will reissue the securities
as definitive securities, and then such persons will recognize the holders of such definitive securities as registered holders
of securities entitled to the benefits of our articles or the relevant indenture trust agreement and/or warrant agreement.
Redemption
notices will be sent to Cede & Co. as the registered holder of the global securities. If less than all of a series of securities
are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with
its then current procedures.
Except
as described above, the global security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of
DTC to DTC or another nominee of DTC or to a successor depositary we appoint. Except as described above, DTC may not sell, assign,
transfer or otherwise convey any beneficial interest in a global security evidencing all or part of any securities unless the
beneficial interest is in an amount equal to an authorized denomination for these securities.
The
information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to
be accurate, but we assume no responsibility for the accuracy thereof. None of us, any indenture trustee, any depositary, any
rights agent, any registrar and transfer agent or any warrant agent, or any agent of any of them, will have any responsibility
or liability for any aspect of DTC’s or any participant’s records relating to, or for payments made on account of,
beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial
interests.
Secondary
trading in notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial
interests in a global security, in some cases, may trade in the DTC’s same-day funds settlement system, in which secondary
market trading activity in those beneficial interests would be required by DTC to settle in immediately available funds. There
is no assurance as to the effect, if any, that settlement in immediately available funds would have on trading activity in such
beneficial interests. Also, settlement for purchases of beneficial interests in a global security upon the original issuance of
this security may be required to be made in immediately available funds.
PLAN
OF DISTRIBUTION
We
may sell the securities offered by this prospectus from time to time in one or more transactions, including without limitation:
| ● | through
underwriters or dealers; |
| ● | in
“at the market” offerings, within the meaning of Rule 415(a)(4) of the
Securities Act to or through a market maker or into an existing trading market on an
exchange or otherwise; |
| ● | through
a combination of any of these methods; or |
| ● | through
any other method permitted by applicable law and described in a prospectus supplement. |
In
addition, we may issue the securities as a dividend or distribution to our existing stockholders or other security holders.
The
prospectus supplement with respect to any offering of securities will include the following information:
| ● | the
terms of the offering; |
| ● | the
names of any underwriters or agents; |
| ● | the
name or names of any managing underwriter or underwriters; |
| ● | the
purchase price or initial public offering price of the securities; |
| ● | the
net proceeds from the sale of the securities; |
| ● | any
delayed delivery arrangements; |
| ● | any
underwriting discounts, commissions and other items constituting underwriters’
compensation; |
| ● | any
discounts or concessions allowed or reallowed or paid to dealers; |
| ● | any
commissions paid to agents; and |
| ● | any
securities exchange on which the securities may be listed. |
Sale
through Underwriters or Dealers
If
underwriters are used in the sale, the underwriters may resell the securities from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may
offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly
by one or more firms acting as underwriters. Unless we inform you otherwise in the applicable prospectus supplement, the obligations
of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to
purchase all of the offered securities if they purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
We
will describe the name or names of any underwriters, dealers or agents and the purchase price of the securities in a prospectus
supplement relating to the securities.
In
connection with the sale of the securities, underwriters may receive compensation from us or from purchasers of the securities,
for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to
or through dealers, and these dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents, which is not expected to exceed that customary in the
types of transactions involved. Underwriters, dealers and agents that participate in the distribution of the securities may be
deemed to be underwriters, and any discounts or commissions they receive from us, and any profit on the resale of the securities
they realize may be deemed to be underwriting discounts and commissions, under the Securities Act. The prospectus supplement will
identify any underwriter or agent and will describe any compensation they receive from us.
Underwriters
could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an
“at-the-market” offering, sales made directly on Nasdaq, the existing trading market for our shares of common stock,
or sales made to or through a market maker other than on an exchange. The name of any such underwriter or agent involved in the
offer and sale of our securities, the amounts underwritten, and the nature of its obligations to take our securities will be described
in the applicable prospectus supplement.
Unless
otherwise specified in the prospectus supplement, each series of the securities will be a new issue with no established trading
market, other than our shares of common stock, which are currently listed on Nasdaq. We currently intend to list any shares of
common stock sold pursuant to this prospectus on Nasdaq. We may elect to list any series of preferred stock on an exchange, but
are not obligated to do so. It is possible that one or more underwriters may make a market in a series of the securities, but
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Therefore, we can
give no assurance about the liquidity of the trading market for any of the securities.
Under
agreements we may enter into, we may indemnify underwriters, dealers, and agents who participate in the distribution of the securities
against certain liabilities, including liabilities under the Securities Act, or contribute with respect to payments that the underwriters,
dealers or agents may be required to make.
In
compliance with the guidelines of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the aggregate
maximum discount, commission, agency fees or other items constituting underwriting compensation to be received by any FINRA member
or independent broker-dealer will not exceed 8% of the gross offering proceeds from any offering pursuant to this prospectus and
any applicable prospectus supplement or pricing supplement, as the case may be.
To
facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities,
which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances,
these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their
over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for
or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating
in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at any time.
From
time to time, we may engage in transactions with these underwriters, dealers, and agents in the ordinary course of business.
Direct
Sales and Sales through Agents
We
may sell the securities directly. In this case, no underwriters or agents would be involved. We also may sell the securities through
agents designated by us from time to time. In the applicable prospectus supplement, we will name any agent involved in the offer
or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in
the applicable prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period
of its appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. We will describe the terms of any sales of these securities
in the applicable prospectus supplement.
Remarketing
Arrangements
Securities
also may be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms,
acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its
agreements, if any, with us and its compensation will be described in the applicable prospectus supplement.
Delayed
Delivery Contracts
If
we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those
conditions described in the applicable prospectus supplement. The applicable prospectus supplement will describe the commission
payable for solicitation of those contracts.
General
Information
We
may have agreements with the underwriters, dealers, agents and remarketing firms to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, or to contribute with respect to payments that the underwriters, dealers, agents
or remarketing firms may be required to make. Underwriters, dealers, agents and remarketing firms may be customers of, engage
in transactions with or perform services for us in the ordinary course of their businesses.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant. The registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities being offered by this prospectus will
be passed upon by Akerman, LLP, Fort Lauderdale, Florida, and Snell & Wilmer L.L.P., Las Vegas, Nevada.
EXPERTS
The
consolidated financial statements of Ondas Holdings Inc. as of December 31, 2019 and December 31, 2018 and for the years then
ended incorporated by reference in this prospectus have been so incorporated in reliance on the report of Rosenberg Rich Baker
Berman, P.A., independent registered public accounting firm, incorporated herein by reference, given on the authority of said
firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act, and the rules and regulations promulgated
under the Securities Act, with respect to the securities offered under this prospectus. This prospectus, which constitutes a part
of the registration statement, does not contain all of the information contained in the registration statement and the exhibits
and schedules to the registration statement. Many of the contracts and documents described in this prospectus are filed as exhibits
to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits.
For
further information with respect to us and the securities offered under this prospectus, reference is made to the registration
statement and its exhibits and schedules. We file reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K with the SEC.
The
SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding issuers,
including Ondas, that file electronically with the SEC. The SEC’s Internet website address is http://www.sec.gov. Our Internet
website address is http://www.ondas.com.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information about us by referring to another document filed separately with the SEC. The information incorporated by reference
is considered to be a part of this prospectus. This prospectus incorporates by reference the documents and reports listed below
other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8–K:
| ● | The
Annual Report on Form 10–K for the fiscal year ended December 31, 2019, filed on
March 13, 2020, excluding the historical financial information for the years ended December
31, 2019 and December 31, 2018, including the audited financial statements and accompanying
notes, the Management’s Discussion and Analysis of Financial Condition and Results
of Operations, which are incorporated by reference from the Registration Statement on
Form S-1 (No. 333- 249658) filed with the SEC on October 26, 2020, as amended on Forms
S-1/A, filed with the SEC on November 18, 2020, November 19, 2020, and November 30, 2020,
and declared effective December 3, 2020 (the “Form S-1”), which have been
recast to give effect to the Reverse Stock Split; |
| ● | The
historical financial information for the years ended December 31, 2019 and 2018, including
the audited financial statements and accompanying notes, the Management’s Discussion
and Analysis of Financial Condition and Results of Operations included in the Form S-1,
which have been recast to give effect to the Reverse Stock Split; |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC
on June 24, 2020 |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC
on August 17, 2020; |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the
SEC on November 6, 2020; |
| ● | The
Current Reports on Form 8–K filed on March 30, 2020, May 7, 2020, May 14, 2020,
June 3, 2020, August 17, 2020, September 1, 2020, September 11, 2020, November 13, 2020,
November 16, 2020, December 8, 2020, December 16, 2020, and January 20, 2021; and |
| ● | The
description of the Company’s common stock contained in the Company’s Registration
Statement on Form 8-A, filed with the SEC on November 27, 2018. |
In
addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be
deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing of such documents. In
addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration
statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein, as the case may be, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We
will provide, without charge, to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon
oral or written request of such person, a copy of any or all of the documents that have been incorporated by reference in this
prospectus but not delivered with the prospectus, including any exhibits to such documents that are specifically incorporated
by reference in those documents.
Please
make your request by writing or telephoning us at the following address or telephone number:
Ondas
Holdings Inc.
61
Old South Rd., #495,
Nantucket,
MA 02554
(888)
350-9994
$11,500,000
3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2025
ONDAS
HOLDINGS INC.
PROSPECTUS SUPPLEMENT
Sole Placement Agent
Oppenheimer
& Co.
July 25, 2023
Ondas (NASDAQ:ONDS)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Ondas (NASDAQ:ONDS)
Historical Stock Chart
Von Mai 2023 bis Mai 2024