Ondas Inc. 8-K

What Happened

• Ondas Inc. (parent) disclosed that its subsidiary, Ondas Networks Inc., completed a Series B preferred stock financing on January 16, 2026, raising $8.4 million. Ondas Inc. funded approximately $6.0 million of the offering and Charles & Potomac Capital, LLC (C&P) contributed about $2.0 million.
• The financing included 303,250 newly issued Series B preferred shares sold at $27.70 per share and an additional 667,551 preferred shares issuable upon exercise of existing warrants and conversion of outstanding convertible notes. The preferred stock carries an 8% annual dividend on the $27.70 original issue price (payable only if declared) and is convertible into Ondas Networks common stock at an initial conversion price of $27.70 per share.

Key Details

• Total gross proceeds to Ondas Networks: $8.4 million (closed Jan 16, 2026).
• Purchased Preferred Stock: 303,250 shares at $27.70 per share; Converted Preferred Stock: 667,551 shares issuable on warrant exercise/conversion.
• Preferred stock dividends: 8% annually on the $27.70 original issue price; dividends payable only if declared and may be paid in cash or additional preferred shares.
• Related items: Ondas previously loaned Networks $10.0 million; certain investor agreements (investors’ rights, ROFR, voting) were executed; C&P note maturity amended to Dec 31, 2027.

Why It Matters

• This financing provides Ondas Networks with fresh capital ($8.4M) to support operations or growth initiatives, with Ondas Inc. supplying the majority of the funds.
• The preferred shares are convertible and tied to earlier convertible notes and warrants, which means conversion/exercise could increase the number of common shares outstanding for Ondas Networks (potential dilution at the subsidiary level).
• Ondas Inc.’s additional investment and the execution of investors’ rights and voting agreements could affect ownership and governance of Ondas Networks; the C&P note maturity extension is a commercial financing term that changes the timeline for that obligation.

Keywords: financing, Series B, preferred stock, Ondas Networks, convertible notes, investment, dilution