Item 8.01. Other Events.
On October 27, 2022, Ondas Holdings Inc. (the "Company") filed a prospectus
supplement (the "Prospectus Supplement") with the Securities and Exchange
Commission ("SEC") in connection with the sale and issuance of 3% senior
convertible notes due 2023 in the aggregate original principal amount of $34.5
million (the "Notes"), which Notes are convertible into shares of the Company's
common stock under certain conditions more fully described in the Notes. The
Notes are being sold pursuant to the terms of a Securities Purchase Agreement,
dated October 26, 2022 (the "SPA"), between the Company and each investor in
connection with the offering. Oppenheimer & Co. Inc. served as the sole
placement agent for the transaction pursuant to the terms of a placement agent
agreement, dated October 26, 2022.
The Notes being sold under the SPA will be issued and sold pursuant to the
Company's shelf registration statement on Form S-3 (File No. 333-252571) filed
with the Securities and Exchange Commission (the "SEC"), on January 29, 2021 (as
such registration statement became effective on February 5, 2021, and was
expanded to cover additional securities pursuant to a Registration Statement on
Form S-3MEF (No. 333-268014), dated October 26, 2022, filed with the SEC
pursuant to Rule 462(b) of the Securities Act of 1933, as amended). 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 opinion of Snell& Wilmer L.L.P. relating to the legality of the
issuance and sale of the Notes and the issuance of the shares of the Company's
common stock on conversion of the Notes is attached as Exhibit 5.1 to this
Current Report on Form 8-K and is incorporated by reference herein. The legal
opinion of Akerman LLP relating to the legal, valid and binding obligations of
the Company under the Notes, and the enforceability against the Company in
accordance with the terms of the Notes, is attached as Exhibit 5.2 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
5.1 Opinion of Snell & Wilmer L.L.P.
5.2 Opinion of Akerman LLP.
23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1) .
23.2 Consent of Akerman LLP (included in Exhibit 5.2).
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