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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) February 21, 2024
Ondas
Holdings Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-39761 |
|
47-2615102 |
| (State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
53
Brigham Street, Unit 4, Marlborough, MA 01752
(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 |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock par value $0.0001 |
|
ONDS |
|
The
Nasdaq Stock Market LLC,
Tel
Aviv Stock Exchange |
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 8.01. Other Events.
As
previously disclosed, (i) on October 28, 2022, Ondas Holdings Inc. (the "Company"), filed with the Securities and Exchange
Commission (the “SEC”) a prospectus supplement for the offer of 3% senior convertible notes due 2023 in the aggregate original
principal amount of $34,500,000, as (x) amended and exchanged for the 3% Series B-1 senior convertible note due 2024 and (y) subsequently
amended by the Agreement and Waiver, dated July 21, 2023 (the “Exchange Notes”) and (ii) on July 25, 2023, the Company filed
with the SEC a prospectus supplement for the offer of 3% Series B-2 senior convertible notes due 2025 in the aggregate original principal
amount of $11,500,000 (the “Additional Notes,” together with the Exchange Note, the "Notes"). The Notes are convertible
into shares of common stock, par value $0.0001 (“Common Stock”) of the Company under certain conditions, pursuant to the
terms of the Notes. The Notes and Common Stock underlying the Notes were registered pursuant to a shelf registration statement on Form
S-3 (Reg No. 333-252571) (the “2021 Registration Statement”), which was declared effective on February 5, 2021. In accordance
with SEC rules, the 2021 Registration Statement expired on February 5, 2024, the three-year anniversary of the date on which it was declared
effective. On February 2, 2024, the Company initially filed a new shelf registration statement on Form S-3 (Reg. No. 276852), which was
declared effective on February 15, 2024 (the “2024 Registration Statement”).
On
February 21, 2024, the Company filed (i) a prospectus supplement with the SEC for the offer of the Exchange Notes and (ii) a prospectus
supplement with the SEC for the offer of the Additional Notes.
Oppenheimer
& Co. Inc. served as our sole placement agent to use its reasonable efforts to solicit offers to purchase our securities in the offering.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be
any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
The
legal opinions of Snell& Wilmer L.L.P. relating to the legality of the issuance and sale of the Exchange Note and Additional Note
and the issuance of the shares of the Company's common stock on conversion of the Exchange Note and Additional Note are attached as Exhibit
5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The legal opinions of
Akerman LLP relating to the legal, valid and binding obligations of the Company under the Exchange Note and Additional Note, and the
enforceability against the Company in accordance with the terms of the Exchange Note and Additional Note, are attached as Exhibit 5.3
and Exhibit 5.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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: February
21, 2024 |
ONDAS HOLDINGS INC. |
| |
|
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
2
Exhibit 5.1
Snell & Wilmer L.L.P.
Hughes Center
3883 Howard Hughes Parkway, Suite 1100
Las Vegas, NV 89169-5958
TELEPHONE: 702.784.5200
FACSIMILE: 702.784.5252
February 21, 2024
Ondas Holdings Inc.
53 Brigham Street, Unit 4
Marlborough, MA 01752
Re:
Prospectus Supplement to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as Nevada
counsel to Ondas Holdings Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with
the Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement dated February 21, 2024, filed with
the Commission pursuant to Rule 424(b) of the Securities Act Regulations (“Prospectus Supplement”), which supplements
the Company’s Registration Statement on Form S-3 (File No. 333-276852) as initially filed with the Commission on February 2,
2024 pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (as amended and as such registration
statement became effective on February 15, 2024 (the “Registration Statement”), including the base prospectus dated
February 15, 2024 (together with the Prospectus Supplement, the “Prospectus”), relating to the registration and offering
by the Company of 3% Series A Convertible Notes due 2024 in the aggregate original principal amount of $34.5 million (the
“Notes”), which are convertible into shares (the “Underlying Securities”) of the Company’s Common
Stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Placement Agent Agreement (the “Placement
Agreement”), dated October 26, 2022, by and between the Company and Oppenheimer & Co. Inc., acting as placement agent (the
“Placement Agent”), and the Securities Purchase Agreement, dated October 26, 2022, as amended, modified, or waived
though the date of this opinion, by and among the Company and each of the investors listed on the Schedule of Buyers attached
thereto (the “Purchase Agreement”).
This opinion is being furnished
in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in
the Prospectus.
In connection with this opinion,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and exhibits
thereto, including the Prospectus; (ii) the Amended and Restated Articles of Incorporation of the Company, as amended, as currently in
effect; (iii) the Amended and Restated Bylaws of the Company, as amended, as currently in effect; (iv) the Placement Agreement; (v) the
Purchase Agreement; (vi) the Notes and (vii) certain resolutions and written consents of the Board of Directors of the Company relating
to (A) the issuance and sale of the Notes, including the issuance of such shares of Common Stock upon conversion of the Notes in accordance
with the terms of the Purchase Agreement and Notes, (B) the transactions contemplated by the Placement Agreement, the Purchase Agreement,
the Notes, and the Prospectus, and (C) other related matters. For the purpose of rendering this opinion, we have made such factual and
legal examinations as we deemed necessary under the circumstances, and in that connection therewith we have examined, among other things,
originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public
officials, certificates of officers or other representatives of the Company, and other instruments and have made such inquiries as we
have deemed appropriate for the purpose of rendering this opinion.
Ondas Holdings Inc.
February 21, 2024
Page 2
In our examination, we have
assumed without independent verification the legal capacity of all natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,
certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed
documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution
and delivery by such parties of such documents and the validity and binding effect thereof on such parties. Our opinions are subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights
and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). As to any facts material
to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements
and representations of officers or other representatives of the Company and others.
On the basis of, and in reliance
on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations contained herein, we are of the
opinion that the Notes issued and sold by the Company under the Purchase Agreement have been duly authorized by the Company, and
upon the issuance of such shares of Common Stock on conversion of the Notes in accordance with the terms of the Purchase Agreement and
the terms of the Notes, will be validly issued, fully paid and nonassessable.
We render this opinion only
with respect to the general corporate law of the State of Nevada as set forth in Chapter 78 of the Nevada Revised Statutes. We neither
express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes
of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or blue sky laws.
We assume no obligation to
update or supplement this opinion if any applicable laws change after date of this opinion or if we become aware after the date of this
opinion of any facts, whether existing before or arising after the date hereof, that might change the opinions expressly so stated. Without
limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement,
other than as expressly stated herein with respect to the Shares.
We are opining only as to
matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date
hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or factual developments that affect any matters or opinions set forth
herein.
We hereby consent to the filing
of this opinion letter with the Commission as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company.
We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving such
consent, we do not thereby concede that we are included in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Snell & Wilmer L.L.P. |
Exhibit 5.2
Snell & Wilmer L.L.P.
Hughes Center
3883 Howard Hughes Parkway, Suite 1100
Las Vegas, NV 89169-5958
TELEPHONE: 702.784.5200
FACSIMILE: 702.784.5252
February 21, 2024
Ondas Holdings Inc.
53 Brigham Street, Unit 4
Marlborough, MA 01752
Re: Prospectus Supplement
to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as Nevada
counsel to Ondas Holdings Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with
the Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement dated February 21, 2024 filed with
the Commission pursuant to Rule 424(b) of the Securities Act Regulations (“Prospectus Supplement”), which supplements
the Company’s Registration Statement on Form S-3 (File No. 333-276852) as initially filed with the Commission on February 2,
2024 pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (as amended and as such registration
statement became effective on February 15, 2024 (the “Registration Statement”), including the base prospectus dated
February 15, 2024 (together with the Prospectus Supplement, the “Prospectus”), relating to the registration and offering
by the Company of 3% Series B-2 Convertible Notes due 2025 in the aggregate original principal amount of $11.5 million (the
“Notes”), which are convertible into shares (the “Underlying Securities”) of the Company’s Common
Stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Placement Agent Agreement (the “Placement
Agreement”), dated October 26, 2022, by and between the Company and Oppenheimer & Co. Inc., acting as placement agent (the
“Placement Agent”), and the Securities Purchase Agreement, dated October 26, 2022, as amended, modified, or waived
though the date of this opinion, by and among the Company and each of the investors listed on the Schedule of Buyers attached
thereto (the “Purchase Agreement”).
This opinion is being furnished
in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in
the Prospectus.
In connection with this opinion,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and exhibits
thereto, including the Prospectus; (ii) the Amended and Restated Articles of Incorporation of the Company, as amended, as currently in
effect; (iii) the Amended and Restated Bylaws of the Company, as amended, as currently in effect; (iv) the Placement Agreement; (v) the
Purchase Agreement; (vi) the Notes and (vii) certain resolutions and written consents of the Board of Directors of the Company relating
to (A) the issuance and sale of the Notes, including the issuance of such shares of Common Stock upon conversion of the Notes in accordance
with the terms of the Purchase Agreement and Notes, (B) the transactions contemplated by the Placement Agreement, the Purchase Agreement,
the Notes, and the Prospectus, and (C) other related matters. For the purpose of rendering this opinion, we have made such factual and
legal examinations as we deemed necessary under the circumstances, and in that connection therewith we have examined, among other things,
originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public
officials, certificates of officers or other representatives of the Company, and other instruments and have made such inquiries as we
have deemed appropriate for the purpose of rendering this opinion.
Ondas Holdings Inc.
February 21, 2024
Page
2
In our examination, we have
assumed without independent verification the legal capacity of all natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,
certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed
documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution
and delivery by such parties of such documents and the validity and binding effect thereof on such parties. Our opinions are subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights
and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). As to any facts material
to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements
and representations of officers or other representatives of the Company and others.
On the basis of, and in reliance
on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations contained herein, we are of the
opinion that the Notes issued and sold by the Company under the Purchase Agreement have been duly authorized by the Company, and
upon the issuance of such shares of Common Stock on conversion of the Notes in accordance with the terms of the Purchase Agreement and
the terms of the Notes, will be validly issued, fully paid and nonassessable.
We render this opinion only
with respect to the general corporate law of the State of Nevada as set forth in Chapter 78 of the Nevada Revised Statutes. We neither
express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes
of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or blue sky laws.
We assume no obligation to
update or supplement this opinion if any applicable laws change after date of this opinion or if we become aware after the date of this
opinion of any facts, whether existing before or arising after the date hereof, that might change the opinions expressly so stated. Without
limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement,
other than as expressly stated herein with respect to the Shares.
We are opining only as to
matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date
hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or factual developments that affect any matters or opinions set forth
herein.
We hereby consent to the filing
of this opinion letter with the Commission as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company.
We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving such
consent, we do not thereby concede that we are included in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Snell & Wilmer L.L.P. |
Exhibit 5.3
Akerman LLP
201 East Las Olas Boulevard
Suite 1800
Fort Lauderdale, FL 33301
T: 954 463 2700
F: 954 463 2224
February 21, 2024
Ondas Holdings Inc.
53 Brigham Street, Unit 4
Marlborough, MA 01752
Re: Prospectus Supplement
to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to
Ondas Holdings Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the
Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement dated February 21, 2024 (the
“Prospectus Supplement”), pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”).
The Prospectus Supplement supplements the Company’s Registration Statement on Form S-3 (File No. 333-276852) filed with the
Commission on February 2, 2024, under the Act (as amended and as such registration statement became effective on February 15,
2024 (the “Registration Statement”), including the base prospectus dated February 15, 2024 (together with the Prospectus
Supplement, the “Prospectus”), relating to the registration and offering by the Company of 3% Series A Convertible Notes
due 2024 in the aggregate original principal amount of $34.5 million (the “Notes”), which are convertible into shares
(the “Underlying Securities”) of the Company’s Common Stock, par value $0.0001 per share (the “Common
Stock”), pursuant to the Placement Agent Agreement (the “Placement Agreement”), dated October 26, 2022, by and
between the Company and Oppenheimer & Co. Inc., acting as placement agent (the “Placement Agent”), and the
Securities Purchase Agreement, dated October 26, 2022, as amended, modified, or waived though the date of this opinion, by and among
the Company and each of the investors listed on the Schedule of Buyers attached thereto (the “Purchase Agreement”). All
capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration
Statement.
In connection with this opinion,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement and exhibits
thereto, including the Prospectus, (ii) the Articles of Incorporation of the Company, as amended, as currently in effect (the “Articles
of Incorporation”); (iii) the Bylaws of the Company, as amended, as currently in effect (the “Bylaws”); (iv) the Placement
Agreement; (v) the Purchase Agreement; (vi) the Notes; and (vii) certain resolutions and written consents of the Board of Directors of
the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others,
and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In our examination, we have
assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or
photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed
that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein
which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives
of the Company and others.
Ondas Holdings Inc.
February 21, 2024
Page 2
With your consent, we have
assumed that none of (i) the execution, delivery and performance of any of the Placement Agreement, the Purchase Agreement, the Notes
and the Prospectus, (ii) the terms of any of the Notes, (iii) the issuance and delivery of such Notes, including the issuance of such
shares of Common Stock upon conversion of the Notes in accordance with the terms of the Purchase Agreement and Notes or (iv) the compliance
by the Company with the terms of the Notes will (a) violate any applicable law, rule or regulation to which the Company is then subject
or the Articles of Incorporation or Bylaws, each as then in effect, (b) result in a breach of or default under any instrument or agreement
then binding upon the Company or any of its properties, or (c) violate, or cause the Company not to comply with, any consent, approval,
license, authorization, restriction or requirement imposed by, or any filing, recording or registration with, any court or governmental
body having jurisdiction over the Company. With your consent, we have also assumed that a sufficient number of shares of Common Stock will remain authorized and reserved for issuance
in accordance with the terms of the Purchase Agreement and the Notes,
Based upon the foregoing and
subject to the limitations set forth below, as of the date hereof, we are of the opinion that the Notes constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability.
For purposes of this opinion,
we express no opinion as to matters governed by laws of any jurisdiction other than New York. We neither express nor imply any obligation
with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes of this opinion, we assume
that the Securities will be issued in compliance with all applicable state securities or blue sky laws.
We are opining only as to
matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date
hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or factual developments that affect any matters or opinions set forth
herein.
We understand that you wish
to file this opinion as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company, and we hereby consent
thereto. We hereby further consent to the reference to us under the caption “Legal Matters” in the Prospectus Supplement.
In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Akerman LLP
Exhibit 5.4
|
Akerman LLP
201 East Las Olas Boulevard
Suite 1800
Fort Lauderdale, FL 33301
T: 954 463 2700
F: 954 463 2224 |
February 21, 2024
Ondas Holdings Inc.
53 Brigham Street, Unit 4
Marlborough, MA 01752
Re: Prospectus Supplement
to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to
Ondas Holdings Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the
Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement dated February 21, 2024 (the
“Prospectus Supplement”), pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”).
The Prospectus Supplement supplements the Company’s Registration Statement on Form S-3 (File No. 333-276852) filed with the
Commission on February 2, 2024, under the Act (as amended and as such registration statement became effective on February 15,
2024 (the “Registration Statement”), including the base prospectus dated February 15, 2024 (together with the Prospectus
Supplement, the “Prospectus”), relating to the registration and offering by the Company of 3% Series B-2 Senior
Convertible Notes due 2025 in the aggregate original principal amount of $11.5 million (the “Notes”), which are
convertible into shares (the “Underlying Securities”) of the Company’s Common Stock, par value $0.0001 per share
(the “Common Stock”), pursuant to the Placement Agent Agreement (the “Placement Agreement”), dated October
26, 2022, by and between the Company and Oppenheimer & Co. Inc., acting as placement agent (the “Placement Agent”),
the Securities Purchase Agreement, dated October 26, 2022, as amended, modified, or waived from time to time, by and among the
Company and each of the investors listed on the Schedule of Buyers attached thereto (the “Purchase Agreement”), the
Indenture, dated January 20, 2023 (the “Base Indenture”), between the Company and Wilmington Savings Fund Society, FSB,
as trustee (the “Trustee”), the First Supplemental Indenture, dated January 20, 2023, between the Company and the
Trustee (the “First Supplemental Indenture”), and the Second Supplemental Indenture, dated July 24, 2023, between the
Company and the Trustee (the “Second Supplemental Indenture,” together with the Base Indenture and the First
Supplemental Indenture, the “Indenture”). All capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Registration Statement.
In connection with this
opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement
and exhibits thereto, including the Prospectus, (ii) the Articles of Incorporation of the Company, as amended, as currently in effect
(the “Articles of Incorporation”); (iii) the Bylaws of the Company, as amended, as currently in effect (the “Bylaws”);
(iv) the Placement Agreement; (v) the Purchase Agreement; (vi) the Notes; (vii) the Indenture; (viii) the Custodian Agreement, dated July
24, 2023, between the Company and the Trustee in its capacity as Custodian; and (ix) certain resolutions and written consents of the Board
of Directors of the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion
set forth herein.
In our examination, we have
assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or
photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed
that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein
which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives
of the Company and others.
Ondas Holdings Inc.
February 21, 2024
Page 2
With your consent, we have
assumed that none of (i) the execution, delivery and performance of any of the Placement Agreement, the Purchase Agreement, the Notes,
the Indenture and the Prospectus, (ii) the terms of any of the Notes, (iii) the issuance and delivery of such Notes, including the issuance
of such shares of Common Stock upon conversion of the Notes in accordance with the terms of the Purchase Agreement, Indenture and Notes
or (iv) the compliance by the Company with the terms of the Notes and the Indenture will (a) violate any applicable law, rule or regulation
to which the Company is then subject or the Articles of Incorporation or Bylaws, each as then in effect, (b) result in a breach of or
default under any instrument or agreement then binding upon the Company or any of its properties, or (c) violate, or cause the Company
not to comply with, any consent, approval, license, authorization, restriction or requirement imposed by, or any filing, recording or
registration with, any court or governmental body having jurisdiction over the Company. With your consent, we have also assumed that a sufficient number of shares of Common Stock will remain authorized and reserved for issuance
in accordance with the terms of the Purchase Agreement and the Notes and the Indenture.
Based upon the foregoing and
subject to the limitations set forth below, as of the date hereof, we are of the opinion that:
1.
The Indenture has been executed and delivered by the Company.
2.
The Indenture is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability.
3.
The Notes have been duly authorized by all necessary corporate action of the Company and the Notes constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms and entitled to the benefit of the Indenture, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles
of general applicability.
For purposes of this opinion,
we express no opinion as to matters governed by laws of any jurisdiction other than New York. We neither express nor imply any obligation
with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes of this opinion, we assume
that the Securities will be issued in compliance with all applicable state securities or blue sky laws.
We are opining only as to
matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date
hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or factual developments that affect any matters or opinions set forth
herein.
We understand that you wish
to file this opinion as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company, and we hereby consent
thereto. We hereby further consent to the reference to us under the caption “Legal Matters” in the Prospectus Supplement. In
giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Very truly yours,
/s/ Akerman LLP
v3.24.0.1
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