Ondas : NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Ondas Holdings Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 2023

Ondas Holdings Inc.

411 Waverley Oaks Road, Suite 114

Waltham, Massachusetts 02452

September [●], 2023

Dear Fellow Ondas Stockholder:

We are pleased to invite you to join us at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Ondas Holdings Inc. ("Ondas" or the "Company") to be held on [●], October [●], 2023 at 10:00 a.m. Eastern Time, at Marriott Boston Newton Hotel, 2345 Commonwealth Ave., Newton, MA 02466.

The accompanying Notice of Annual Meeting and Proxy Statement describes the specific matters to be voted upon at the Annual Meeting. Whether you own a few or many shares of Ondas stock and whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented at the Annual Meeting. Your vote is important and we ask that you please cast your vote as soon as possible.

The Board of Directors recommends that you vote FOR the election of all the director nominees; FOR the approval of an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock; FOR the ratification of the selection of Rosenberg Rich Baker Berman, P.A. as the Company's independent certified public accountants for the fiscal year ending December 31, 2023; FOR the advisory approval of the Company's executive compensation ("Say on Pay"); FOR the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the Floor Price (as described in this Proxy Statement) and the shares of Common Stock issuable pursuant to the Additional $11.5 million Notes Closing (as described in this Proxy Statement); and FOR the approval of an amendment to the 2021 Stock Incentive Plan (the "2021 Plan") to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan. Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

Sincerely,

Eric A. Brock

Chairman, Chief Executive Officer and President

Ondas Holdings Inc.

Ondas Holdings Inc.

411 Waverley Oaks Road, Suite 114

Waltham, Massachusetts 02452

NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS

To Stockholders of Ondas Holdings Inc.:

The 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Ondas Holdings Inc. will be held on [●], October [●], 2023 at 10:00 a.m. Eastern Time, at Marriott Boston Newton Hotel, 2345 Commonwealth Ave., Newton, MA 02466. The purpose of the Annual Meeting is to consider and vote upon the following proposals:

1. Director Election Proposal - a proposal to elect four directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified;
2. Charter Amendment Proposal - a proposal to approve an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 116,666,667 to 300,000,000;
3. Auditor Ratification Proposal - a proposal to ratify the selection of Rosenberg Rich Baker Berman, P.A. as the Company's independent certified public accountants for the fiscal year ending December 31, 2023;
4. Say on Pay Proposal - a proposal to obtain advisory approval of the Company's executive compensation;
5. Notes Proposal - a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the Floor Price (as described in this Proxy Statement) and the shares of Common Stock issuable pursuant to the Additional $11.5 million Notes Closing (as described in this Proxy Statement);
6. Incentive Plan Proposal - a proposal to approve an amendment to the 2021 Stock Incentive Plan (the "2021 Plan") to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan; and
7. To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The close of business on September [●], 2023 has been fixed as the record date for the Annual Meeting (the "Record Date"). Only holders of record of Ondas Holdings Inc. common stock on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting.

We cordially invite you to attend the Annual Meeting in person. Even if you plan to attend the Annual Meeting, we ask that you please cast your vote as soon as possible. As more fully described in the accompanying proxy statement, you may revoke your proxy and reclaim your right to vote at any time prior to its use.

Sincerely,

Yishay Curelaru

Chief Financial Officer,

Treasurer, and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER [●], 2023

The accompanying proxy statement and the 2022 Annual Report on Form 10-K are available at [●].

PROXY STATEMENT
TABLE OF CONTENTS
PROXY STATEMENT	1
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING	1
PROPOSAL 1: DIRECTOR ELECTION PROPOSAL	5
CORPORATE GOVERNANCE	8
EXECUTIVE COMPENSATION	12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	19
PROPOSAL 2: CHARTER AMENDMENT PROPOSAL	20
PROPOSAL 3: AUDITOR RATIFICATION PROPOSAL	22
PROPOSAL 4: SAY ON PAY PROPOSAL	23
PROPOSAL 5: NOTES PROPOSAL	24
PROPOSAL 6: INCENTIVE PLAN AMENDMENT PROPOSAL	26
REPORT OF THE AUDIT COMMITTEE	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
OTHER MATTERS	28
Annex A	A-1
Annex B	B-1

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PROXY STATEMENT

This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the "Board") of Ondas Holdings Inc. ("Ondas" or the "Company," or "we," "us," and "our") for use at our 2023 Annual Meeting of Stockholders ("Annual Meeting"). Our Annual Meeting will be held on [●], October [●], 2023 at 10:00 a.m. Eastern Time, at Marriott Boston Newton Hotel, 2345 Commonwealth Ave., Newton, MA 02466. If you will need directions to the Annual Meeting, or if you require special assistance at the Annual Meeting because of a disability, please contact [●] at [phone].

The close of business on September [●], 2023 has been fixed as the record date for the Annual Meeting (the "Record Date"). Only holders of record of shares of Ondas common stock, par value of $0.0001 per share ("Common Stock") on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting. As of the Record Date, there were 54,726,290 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. This proxy statement and form of proxy are first being mailed to stockholders on or about September [●], 2023.

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What is the purpose of our 2023 Annual Meeting?

Our 2023 Annual Meeting will be held to consider and vote upon the following proposals:

1. Director Election Proposal - a proposal to elect four directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified;
2. Charter Amendment Proposal - a proposal to approve an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 116,666,667 to 300,000,000;
3. Auditor Ratification Proposal - a proposal to ratify the selection of Rosenberg Rich Baker Berman, P.A. as the Company's independent certified public accountants for the fiscal year ending December 31, 2023;
4. Say on Pay Proposal - a proposal to obtain advisory approval of the Company's executive compensation;
5. Notes Proposal - a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the Floor Price (as described in this Proxy Statement) and the shares of Common Stock issuable pursuant to the Additional $11.5 million Notes Closing (as described in this Proxy Statement);
6. Incentive Plan Amendment Proposal - a proposal to approve an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan; and
7. To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were an Ondas stockholder as of the Record Date or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If your shares are held by a brokerage firm, bank, or a trustee, you should provide proof of beneficial ownership as of the Record Date, such as a bank or brokerage account statement or other similar evidence of ownership. Even if you plan to attend the Annual Meeting, please cast your vote as soon as possible.

What are the voting rights of Ondas stockholders?

Each stockholder of Common Stock is entitled to one vote per share on each of the four director nominees and one vote per share on each other matter properly presented at the Annual Meeting for each share of Common Stock owned by that stockholder on the Record Date.

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