Form 8-K - Current report

 

 

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) November 18, 2024

 

Ondas Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		001-39761		47-2615102
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications 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 2024 Annual Meeting of Stockholders of Ondas Holdings Inc. (the “Company”) held on November 18, 2024 (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 8,000,000 shares of Common Stock to 11,000,000 shares of Common Stock (the “Plan Amendment”). The Board of Directors of the Company adopted the Plan Amendment on October 17, 2024, subject to stockholder approval.

 

A description of the material terms and conditions of the Plan Amendment is set forth on page 23 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 18, 2024 (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 five 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		33,684,168		159,063		19,950,312
Richard M. Cohen		32,220,071		1,623,160		19,950,312
Joseph Popolo		33,749,686		93,545		19,950,312
Randall P. Seidl		32,221,478		1,621,753		19,950,312
Jaspreet Sood		28,655,260		5,187,971		19,950,312

 

Proposal 2 – 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, 2024.

 

Votes For		Votes Against		Abstain		Broker Non-Vote
53,302,812		129,454		361,277		N/A

 

Proposal 3 – a proposal to obtain advisory approval of the Company’s executive compensation.

 

Votes For		Votes Against		Abstain		Broker Non-Vote
33,064,331		639,936		145,656		19,943,620

  

Proposal 4 – 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
32,414,398		1,368,251		67,274		19,943,620

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1+		Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+	Management Compensatory Plan

 

1

 

 

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: November 18, 2024	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

 

 

2

 

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 eleven million (11,000,000) 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 eleven million (11,000,000) 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 18^th day of November 2024, on behalf of the Company.

 

ONDAS HOLDINGS INC.
By:		/s/ Eric A. Brock
Name:		Eric A. Brock
Title:		Chief Executive Officer

 

 

 

 

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 2024
Entity File Number	001-39761
Entity Registrant Name	Ondas Holdings Inc.
Entity Central Index Key	0001646188
Entity Tax Identification Number	47-2615102
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	411 Waverley Oaks Road
Entity Address, Address Line Two	Suite 114
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02452
City Area Code	888
Local Phone Number	350-9994
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock par value $0.0001
Trading Symbol	ONDS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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