Ondas : Results of Annual Meeting of Shareholders held on October 31, 2023

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) October 31, 2023
			Ondas Holdings Inc.
			(Exact name of registrant as specified in its charter)
Nevada	001-39761			47-2615102
(State or other jurisdiction			(Commission File Number)			(IRS Employer
of incorporation)						Identification No.)
		411 Waverley Oaks Road, Suite 114, Waltham, MA 02452
			(Address of principal executive offices) (Zip Code)
	Registrant's telephone number, including area code [phone]
			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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2023 Annual Meeting of Stockholders of Ondas Holdings Inc. (the "Company") held on October 31, 2023 (the "Annual Meeting"), stockholders of the Company approved an amendment to the Ondas Holdings Inc. 2021 Stock Incentive Plan (the "2021 Plan") to increase the number of shares of the Company's common stock, par value of $0.0001 per share ("Common Stock"), authorized for issuance under the 2021 Plan from 6,000,000 shares of Common Stock to 8,000,000 shares of Common Stock (the "Plan Amendment"). The Board of Directors of the Company adopted the Plan Amendment on September 29, 2023, subject to stockholder approval.

A description of the material terms and conditions of the Plan Amendment is set forth on page 27 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2023 (the "Proxy Statement"), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following matters were voted upon at the Annual Meeting. Each stockholder of Common Stock was entitled to one vote on each matter properly presented at the Annual Meeting for each share of Common Stock owned by that stockholder on the record date.

Proposal 1 - 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.

Nominee		Votes For		Votes Withheld		Broker Non-Vote
Eric A. Brock		21,293,912		1,262,677		16,791,927
Richard M. Cohen	20,380,733	2,175,856	16,791,927
Randall P. Seidl	21,420,696	1,135,893	16,791,927
Jaspreet Sood	20,559,826	1,996,763	16,791,927

Proposal 2 - 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 (the "Certificate of Amendment").

Votes For		Votes Against		Abstain		Broker Non-Vote
35,554,848		2,958,795		833,072		N/A

The description of the Certificate of Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, attached to this report as Exhibit 3.1, and incorporated herein by reference

Proposal 3 - 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.

Votes For		Votes Against		Abstain		Broker Non-Vote
38,442,156		603,854		302,506		N/A

Proposal 4 - a proposal to obtain advisory approval of the Company's executive compensation.

Votes For		Votes Against			Abstain		Broker Non-Vote
20,985,053		1,291,303			280,233		16,791,927
			1

Proposal 5 - a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the Floor Price (as described in the Proxy Statement) and the shares of Common Stock issuable pursuant to the Additional $11.5 million Notes Closing (as described in the Proxy Statement).

Votes For		Votes Against		Abstain		Broker Non-Vote
21,766,438		688,330		101,821		16,791,927

Proposal 6 - 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.

	Votes For	Votes Against		Abstain		Broker Non-Vote
	18,453,082			4,023,571		79,936		16,791,927
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.	Description

3.1Certificate of Amendment, filed on October 31, 2023.

10.1+

Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan.

104Cover Page Interactive Data File (embedded within the Inline XBRL document) + Management Compensatory Plan

2

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: October 31, 2023

ONDAS HOLDINGS INC.

By: /s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

3

Exhibit 3.1

Exhibit 10.1

AMENDMENT TO THE ONDAS HOLDINGS INC.

2021 INCENTIVE STOCK PLAN

WHEREAS, Ondas Holdings Inc., a Nevada corporation (the "Company") currently maintains and sponsors the Ondas Holdings Inc. 2021 Incentive Stock Plan (the "Plan"); and

WHEREAS, Section 16(l) of the Plan provides that the Board of the Directors of the Company ("Board") may amend the Plan from time to time; and

WHEREAS, the Board has determined it to be in its best interests to amend the Plan as set forth herein; and

NOW, THEREFORE, effective upon the Company's Stockholders' approval as set forth in Section 16(l) of the Plan, the following amendment to the Plan is hereby adopted:

1. The last sentence of Section 5(a) of the Plan shall be amended and restated to read as follows:

"(a) Shares Available for Awards. The Common Stock that may be issued pursuant to Awards granted under the Plan shall be treasury shares or authorized but unissued shares of the Common Stock. The total number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall be eight million (8,000,000) shares."

2. Section 5(b) of the Plan shall be amended and restated to read as follows:

"(b) Limitations on Incentive Stock Options. With respect to the shares of Common Stock reserved pursuant to this Section, a maximum of eight million (8,000,000) such shares may be subject to grants of Incentive Stock Options."

3. Except as modified by this Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 31st day of October 2023, on behalf of the Company.

ONDAS HOLDINGS INC.

By:	/s/ Eric A. Brock
Name:	Eric A. Brock
Title:	Chairman, Chief Executive Officer, President
	and Interim Chief Financial Officer