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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board - Other OTC  >  Ondas Holdings Inc.    ONDS

ONDAS HOLDINGS INC.

(ONDS)
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ONDAS HOLDINGS INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

09/11/2020 | 04:08pm EST

Item 101. Entry into a Material Definitive Agreement.

The information required by this Item 1.01 is incorporated by reference to Item 2.03 of this report.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

            Off-Balance Sheet Arrangement of a Registrant.



Amendment to Loan and Security Agreement with Steward Capital Holdings, LP

On September 4, 2020, Ondas Networks Inc. f/k/a Full Spectrum Inc. ("Ondas Networks"), the wholly owned subsidiary of Ondas Holdings Inc., (the "Company") and Steward Capital Holdings, LP ("Steward Capital") entered into the Second Amendment to Loan and Security Agreement (the "Second Amendment") entered into between the parties on March 9, 2018 (the "Agreement"), to (i) extend and amend the Maturity Date, as defined in Section 1.1 of the Agreement, to read in its entirety "means September 9, 2021", (ii) capitalize all accrued interest into the note(s) resulting in a new principal balance of $11,254,236.14 as of September 9, 2020, and (iii) waive the requirement of monthly interest only payments beginning on September 9, 2020 with all accrued and unpaid interest due and payable on the Maturity Date. In connection with the waivers, extension and amendment, the Company agreed to pay to Steward Capital, (i) a fee equal to three percent (3%) of the current outstanding principal balance of the Loan (as defined in the Agreement), due on the Maturity Date, and (ii) the issuance of 120,000 shares of the Company's common stock on or before October 1, 2020 (the "Shares"). The Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, as a sale not involving any public offering.

A copy of the Second Amendment is filed herewith as Exhibit 10.6 and incorporated herein by reference.

Amendment to Secured Promissory Notes

In addition to the Loan described above, the Company has two outstanding secured promissory notes pursuant to the Loan Agreement for an aggregate principal amount of $10,000,000. Such secured promissory notes are dated March 9, 2018 and October 9, 2018 (collectively with the Loan, the "Secured Promissory Notes").

In connection with the Second Amendment, on September 4, 2020, Ondas Networks and Steward Capital entered into a Second Amendment to Secured Promissory Notes (i) to amend the term Maturity Date in the Secured Promissory Notes from September 9, 2019 to September 9, 2021, (ii) to capitalize all accrued and unpaid interest through September 9, 2020 into the principal balance of the Notes, and (iii) to declare that all interest accruing between September 9, 2020 and the Maturity Date will be due and payable on the Maturity Date (the "Second Loan Amendment").

A copy of the Second Loan Amendment is filed herewith as Exhibit 10.7 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information required by this Item 3.02 is incorporated by reference to Item 2.03 of this report.



                                       1

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number                                  Description
10.1        Loan and Security Agreement, by and between Full Spectrum Inc. and
          Steward Capital Holdings, LP, dated as of March 9, 2018 filed as Exhibit
          10.8 to the Company's Current Report on Form 8-K filed with the
          Securities and Exchange Commission on October 4, 2018 (File No.
          333-205271).

10.2        Secured Promissory Note for $5,000,000 issued to Steward CapitalHoldings, LP by Full Spectrum Inc. dated March 9, 2018 filed as Exhibit
          10.10 to the Company's Current Report on Form 8-K filed with the
          Securities and Exchange Commission on October 4, 2018 (File No.
          333-205271).

10.3        Secured Promissory Note for $5,000,000 issued to Steward CapitalHoldings, LP by Full Spectrum Inc. dated October 9, 2018 filed as
          Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the
          Securities and Exchange Commission on October 15, 2018 (File No.
          333-205271).

10.4        First Amendment to Loan and Security Agreement, dated as of June 18,
          2019, by and between Ondas Networks Inc. and Steward Capital Holdings,
          LP. filed as Exhibit 10.4 to the Company's Current Report on Form 8-K
          filed with the Securities and Exchange Commission on June 18, 2019 (File
          No. 000-56004).

10.5        First Amendment to Secured Promissory Notes dated June 18, 2019 filed
          as Exhibit 10.5 to the Company's Current Report on Form 8-K with the
          Securities and Exchange Commission on June 18, 2019 (File No.
          000-56004).

10.6        Second Amendment to Loan and Security Agreement, dated as of September
          4, 2020, by and between Ondas Networks Inc. and Steward Capital
          Holdings, LP.*

10.7        Second Amendment to Secured Promissory Notes dated as of September 4,
          2020, by and between Ondas Networks Inc. and Steward Capital Holdings,
          LP.*






* Filed herewith.



                                       2

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Financials (USD)
Sales 2020 2,61 M - -
Net income 2020 -11,8 M - -
Net cash 2020 17,9 M - -
P/E ratio 2020 -52,5x
Yield 2020 -
Capitalization 348 M 348 M -
EV / Sales 2020 126x
EV / Sales 2021 14,5x
Nbr of Employees 22
Free-Float -
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Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 1
Average target price 10,00 $
Last Close Price 13,13 $
Spread / Highest target -23,8%
Spread / Average Target -23,8%
Spread / Lowest Target -23,8%
EPS Revisions
Managers and Directors
NameTitle
Eric Ashley Brock Chairman & Chief Executive Officer
Thomas Vincent Bushey President & Director
Stewart Kantor CFO, Secretary, Treasurer & Director
Derek R. Reisfield Independent Director
Richard M. Cohen Independent Director