Ondas Holdings Inc. 8-K

What Happened
Ondas Holdings Inc. announced on January 9, 2026 that it entered into a placement agent agreement with Oppenheimer & Co. Inc. and priced a registered offering of common stock equivalents and accompanying warrants. The deal covers (i) 19,000,000 shares of common stock or (ii) in lieu of shares, pre-funded warrants to purchase up to 41,790,274 shares, with accompanying common warrants to purchase a total of 121,580,548 shares. The offering price was $16.45 per unit (each unit = one share or one pre-funded warrant, plus a common warrant). The offering is expected to close on or about January 12, 2026 and is being sold under an effective Form S-3ASR shelf registration (No. 333-290121).

Key Details

• Net proceeds to the company: approximately $959.2 million (after placement agent fees and estimated offering expenses; excludes proceeds from potential warrant exercises).
• Potential additional proceeds: if all common warrants are exercised for cash at $28.00 per share, the company could raise ~ $3.4 billion in gross proceeds (no assurance warrants will be exercised).
• Warrant terms: pre-funded warrants are exercisable immediately, expire in 7 years, and have a nominal prepaid exercise price of $0.0001; common warrants exercisable immediately, $28.00 exercise price, 7‑year term.
• Documents and counsel: offering sold under a Securities Purchase Agreement dated Jan 9, 2026; placement agent agreement with customary terms; legal opinions and the pricing press release were filed as exhibits to the 8‑K.

Why It Matters
This financing materially increases Ondas’s cash position (nearly $1 billion net) to pursue corporate development and strategic growth (including acquisitions, joint ventures and investments) without relying on immediate operating cash flow. The large pool of outstanding warrants could further dilute existing shareholders if exercised, but would provide significant additional capital if exercised. Retail investors should note the timing (expected close Jan 12, 2026), the sizeable potential dilution from warrants, and the stated use of proceeds.