Item 1.01. Entry Into a Material Definitive Agreement.

On October 26, 2022, Ondas Holdings Inc. (the "Company") entered into a placement agent agreement (the "Placement Agent Agreement") with Oppenheimer & Co. Inc. ("Oppenheimer"), as the sole placement agent relating to the Company's sale and issuance to selected institutional investors (the "Investors") in a registered direct offering of 3% senior convertible notes due 2023 in the aggregate original principal amount of $34.5 million (the "Notes"). The Notes have an original issue discount of thirteen percent (13%) resulting in gross proceeds to the Company of $30.0 million. The Notes are being sold pursuant to the terms of a Securities Purchase Agreement, dated October 26, 2022 (the "SPA"), between us and each investor in connection with this offering (the "Offering"). Up to 16,235,294 shares of the Company's common stock (the "Shares") are issuable from time to time upon conversion or otherwise under the Notes (including shares of common stock that may be issued as interest in lieu of cash payments). The Notes and Shares are being offered pursuant to a prospectus supplement to our effective shelf registration statement on Form S-3 (Registration No. 333-252571) and a registration statement on Form S-3 (Registration No. 333-268014) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. Oppenheimer served as the sole placement agent for the transaction pursuant to the terms of the Placement Agent Agreement. Under the terms of the Placement Agent Agreement, we will pay our placement agent a cash fee equal to 5.0% of the gross proceeds in connection with the Offering. The Placement Agent Agreement contains customary representations, warranties and indemnification by the Company.

The Offering is expected to close on October 28, 2022 (the actual date of the Offering closing is referred to herein as the "Closing Date"), subject to satisfaction of customary closing conditions.

We estimate the net amount of proceeds to us from the Offering after deducting the placement agent's fees and offering expenses will be approximately $27,750,000. The Company intends to use the net proceeds of the Offering for general corporate purposes, including funding capital, expenditures, or the expansion of its business and providing working capital.

The following is intended to provide a summary of the terms of the agreements and securities described above. This summary is qualified in its entirety by reference to the full text of the agreements, each of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with these transactions.





SPA

The Notes will be issued pursuant to the terms of the SPA among us and the Investors. The SPA provides for the sale of the Notes for gross proceeds of $30,000,000.

The SPA obligates us to indemnify the Investors and various related parties for certain losses including those resulting from (i) any misrepresentation or breach of any representation or warranty made by us, (ii) any breach of any obligation of ours, and (iii) certain claims by third parties.





Notes



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; Exchange; Additional Closings

At the initial closing of this offering, we will issue $34,500,000 in aggregate principal amount of Notes to certain institutional investors.

If we obtain stockholder approval of the issuances of common stock in excess of the 19.9% Exchange Cap, subject to the satisfaction of certain additional conditions, we may elect to exchange the Notes, on a dollar-for-dollar basis, into new 3% Senior Convertible Notes, which we refer to herein as the Exchange Notes. The Exchange Notes will be identical in all material respects to the Notes, except that they will be issued pursuant to an indenture and a supplemental indenture in exchange for the Notes then outstanding and will have a maturity date of the second anniversary of the date of such exchange.

Upon our filing of an additional prospectus supplement, indenture 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.





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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 Initial Notes will mature on February 28, 2023, which we refer to herein as the "Maturity Date", subject to the right of the investors to extend the date:

(i) at the investor's option to any date (but in no event later than October 28,

2024 without our prior consent)

(ii) 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

(iii) 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 . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 26, 2022, we entered into the SPA pursuant to which we agreed to sell, subject to certain conditions, the Notes in the aggregate principal amount of $34.5 million. The description of the Offering in Item 1.01 of this Current Report on Form 8-K is incorporated in its entirety by this reference into this Item 2.03.




Item 8.01. Other Events.

On October 26, 2022, we issued a press release announcing the signing of the SPA. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
4.1             Form of 3% Series A Senior Convertible Note Due 2023 (see Exhibit A-1
              to the Securities Purchase Agreement filed as Exhibit 10.1 to the
              Current Report on Form 8-K).
4.2             Form of 3% Series B-1 Senior Convertible Note (see Exhibit A-2 to the
              Securities Purchase Agreement filed as Exhibit 10.1 to this Current
              Report on Form 8-K).
4.3             Form of 3% Series B-2 Senior Convertible Note (see Exhibit A-2 to the
              Securities Purchase Agreement filed as Exhibit 10.1 to this Current
              Report on Form 8-K).
4.4             Form of Supplemental Indenture (see Exhibit A-4 to the Securities
              Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form
              8-K).
4.5             Form of Senior Debt Indenture (see Exhibit A-3 to the Securities
              Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form
              8-K).
10.1            Form of Securities Purchase Agreement, dated October 26, 2022,
              between Ondas Holdings Inc. and the Investors.
10.2            Placement Agent Agreement, dated October 26, 2022, between Ondas
              Holdings Inc. and Oppenheimer & Co. Inc.
99.1            Press release, dated October 26, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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