UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 23, 2023
Ondas Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada |
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001-39761 |
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47-2615102 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
411 Waverley Oaks Road, Suite 114, Waltham,
MA 02452
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (888) 350-9994
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock par value $0.0001 |
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ONDS |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition
of Assets.
On January
23, 2023, Ondas Holdings Inc., a Nevada corporation (“Ondas” or the “Company”), completed the previously
announced acquisition of Airobotics Ltd., a company organized under the laws of Israel (“Airobotics”), pursuant to
the Agreement of Merger, dated as of August 4, 2022 (the “Original Agreement”), and that certain Amendment to Agreement
of Merger, dated November 13, 2022 (the “Amendment,” and together with the Original Agreement, the “Agreement”),
by and among the Company, Talos Sub Ltd., an Israeli company and a wholly owned subsidiary of the
Company (“Merger Sub”), and Airobotics. In accordance with the terms of the Agreement, Merger Sub merged with
and into Airobotics (the “Merger”), with Airobotics continuing as the surviving company of the Merger and as a wholly
owned subsidiary of the Company.
At the effective time of the Merger (the “Effective
Time”), each ordinary share of Airobotics, par value NIS 0.01 per share (the “Airobotics
Ordinary Shares”), issued and outstanding (other than shares owned by Airobotics or
its subsidiaries (dormant or otherwise) or by the Company or Merger Sub) was converted into, and exchanged for 0.16806 (the “Exchange
Ratio”) fully paid and nonassessable shares of common stock of the Company, par value $0.0001 per share (the “Company
Common Stock”), without interest and subject to applicable tax withholdings (“Merger
Consideration”). All fractional shares of the Company Common Stock that would have
otherwise been issued to a holder of Airobotics Ordinary Shares as part of the Merger Consideration were rounded up to the nearest whole
share based on the total number of shares of the Company’s Common Stock issued to such holder of Airobotics Ordinary Shares. Holders
of Airobotics Ordinary Shares received approximately 2.8 million shares as consideration (excluding approximately 1.7 million shares underlying
equity awards to be outstanding following the Merger).
As
provided in the Agreement, each outstanding option, warrant or other right, whether vested or unvested, to purchase Airobotics
Ordinary Shares (each, an “Airobotics Stock Option,” and collectively,
the “Airobotics Stock Options”) issued pursuant to the Airobotics Ltd.
2015 Israeli Share Option Plan and 2020 Incentive Equity Plan (the “Airobotics
Plans”), was assumed by Ondas and converted as of the Effective Time into an option, warrant or right, as applicable,
to purchase shares of Company Common Stock. Subject to the terms of the relevant Airobotics Stock Option, each Airobotics Stock
Option is deemed to constitute an option, warrant, or other right, as applicable, to purchase, on substantially the same terms and
conditions as were applicable under such Airobotics Stock Option, a number of shares of Company Common Stock equal to the number of
shares of Company Common Stock (rounded up to the nearest whole share) that the holder of such Airobotics Stock Option would have
been entitled to receive pursuant to the Merger had such holder exercised such option, warrant, or right to purchase full
Airobotics Ordinary Shares immediately prior to the Effective Time at a price per share of Company Common Stock (rounded down to the
nearest whole cent) equal to (i) the former per share exercise price for Airobotics Ordinary Shares otherwise purchasable pursuant
to such Airobotics Stock Option, divided by (ii) the Exchange Ratio.
As a result of the
Merger, the Company will be dual listed on The Nasdaq Stock Market and the Tel Aviv Stock Exchange (“TASE”).
The first trading day of the Company’s shares on TASE is expected to be January 26, 2023.
The foregoing description
of the Merger and the Agreement does not purport to be complete and is qualified in its entirety by reference to the Original Agreement
and Amendment, which are included as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference
herein.
Item 8.01. Other Events.
The audited financial
statements of Airobotics for the years ended December 31, 2021 and December 31, 2020, the unaudited financial statements of Airobotics
for the six months ended June 30, 2022 and June 30, 2021, the unaudited pro forma condensed combined financial statements (and related
notes) of the Company as of and for the six months ended June 30, 2022 and the year ended December 31, 2021, and the unaudited pro forma
condensed combined financial statements (and related notes) of the Company as of and for the nine months ended September 30, 2022 and
the twelve months ended December 31, 2021 are included as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, and incorporated herein by
reference. The unaudited pro forma condensed combined financial statements are based on the Company’s audited and unaudited interim
historical consolidated financial statements and Airobotics' audited and unaudited interim historical financial statements as adjusted
to give effect to the Company’s acquisition of Airobotics. The unaudited pro forma condensed combined balance sheet as of June 30,
2022 gives effect to these transactions as if they occurred on June 30, 2022. The unaudited pro forma condensed combined statements of
operations for the six months ended June 30, 2022 and the twelve months ended December 31, 2021 give effect to these transactions as if
they occurred on January 1, 2021. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to these
transactions as if they occurred on September 30, 2022. The unaudited pro forma condensed combined statements of operations for the nine
months ended September 30, 2022 and the twelve months ended December 31, 2021 give effect to these transactions as if they occurred on
January 1, 2021.
Forward-Looking Statements
Statements made in this report that are not statements
of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. We caution readers that forward-looking statements are predictions based on Ondas’ current expectations about future
events. Examples of forward-looking statements include, among others, statements regarding the benefits of the acquisition of Airobotics.
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that
are difficult to predict. Ondas’ actual results, performance, or achievements could differ materially from those expressed or implied
by the forward-looking statements as a result of a number of factors, including the ability to recognize the anticipated benefits of the
acquisition and the other risks and uncertainties discussed under the heading “Risk Factors” discussed under the caption “Item
1A. Risk Factors” in Part I of Ondas’ most recent Annual Report on Form 10-K or any updates discussed under the caption “Item
1A. Risk Factors” in Part II of Ondas’ Quarterly Reports on Form 10-Q and in Ondas’ other filings with the Securities
and Exchange Commission (“SEC”). We undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise that occur after that date, except as required by law.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
2.1 |
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Agreement of Merger, dated as of August 4, 2022 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on August 8, 2022). |
2.2 |
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Amendment to Agreement of Merger, dated November 13, 2022 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on November 14, 2022). |
23.1 |
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Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. |
99.1 |
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The audited financial statements of Airobotics for the years ended December 31, 2021 and December 31, 2020 (incorporated herein by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on September 23, 2022). |
99.2 |
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The unaudited financial statements of Airobotics for the six months ended June 30, 2022 and June 30, 2021 (incorporated herein by reference to Exhibit 99.6 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on September 23, 2022). |
99.3 |
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The unaudited proforma condensed combined financial statements (and related notes) of Ondas as of and for the six months ended June 30, 2022 and twelve months ended December 31, 2021 (incorporated herein by reference to Exhibit 99.7 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on September 23, 2022). |
99.4 |
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Unaudited pro forma condensed combined financial statements of Ondas Holdings Inc. as of September 30, 2022 and for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on November 14, 2022). |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January
25, 2023 |
ONDAS HOLDINGS
INC. |
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By: |
/s/
Eric A. Brock |
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Eric A. Brock |
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Chief Executive Officer |
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