Item 7.01. Regulation FD Disclosure.
On September 20, 2022, AIROBOTICS Ltd. ("Airobotics") filed an immediate report
with the Israel Securities Authority and The Tel Aviv Stock Exchange Ltd.
disclosing the entry into a loan agreement, dated September 20, 2022, according
to which, commencing from October 3, 2022, Ondas Holdings Inc. ("Ondas" or the
"Company") will provide Airobotics with credit of up to $1.5 million, which will
be utilized for the purpose of financing Airobotics' ongoing activities, subject
to customary conditions, including the delivery of documents and standard
approvals of the Company (the "Immediate Report"). The Company is furnishing an
English translation of the Immediate Report with this Current Report on Form 8-K
to provide its stockholders with substantially the same information as the
Airobotics stockholders.
A copy of an English translation of the Immediate Report is furnished hereto as
Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities under that section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Important Additional Information Will be Filed with the SEC
Ondas will file with the SEC a registration statement on Form S-4, which will
include a prospectus of Ondas. INVESTORS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ONDAS, AIROBOTICS, THE PROPOSED ACQUISITION AND RELATED
MATTERS. Investors will be able to obtain free copies of the registration
statement and other documents filed with the SEC through the website maintained
by the SEC at www.sec.gov and on Ondas' website at https://ir.ondas.com.
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' and Airobotics'
current expectations about future events. Examples of forward-looking statements
include, among others, statements regarding the proposed acquisition. These
forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties and assumptions that are difficult to predict.
Ondas' and Airobotics' 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 (1) the inability to complete the
proposed acquisition, including due to a failure to obtain third party consents,
or satisfy other closing conditions; (2) the risk that the proposed acquisition
disrupts current plans and operations as a result of the announcement and
consummation of the proposed acquisition; (3) the ability to recognize the
anticipated benefits of the proposed acquisition, which may be affected by,
among other things, the ability of management to integrate the combined
company's business and operation, and the ability of the parties to retain key
employees; (4) costs related to the proposed acquisition; and (5) with respect
to Ondas, 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 SEC and with respect to Airobotics,
Section 27 in Chapter A of the Airobotics Periodic Report for 2021 as published
in the Israeli Securities Authority's Magna System on March 30, 2022. 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. Description
99.1 English translation of Immediate Report, dated September 20, 2022,
issued by Airobotics.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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