UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosure included in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 3, 2024, Ondas Networks Inc. (“Networks”), a subsidiary of Ondas Holdings Inc. (the "Company"), entered into that certain Security Note Agreement (the "Agreement"), by and among Networks, as borrower, and Charles & Potomac Capital, LLC, an entity affiliated with Joseph Popolo, a director of the Company, as lender ("C&P"), pursuant to which, Networks may draw, and C&P shall loan Networks, up to One Million Five Hundred Thousand Dollars ($1,500,000) (the "Secured Loan"). Any additional draw following the Initial Draw (as defined below) shall be entirely subject to C&P’s sole discretion. Pursuant to the Agreement, Networks issued C&P a secured note in the amount of One Million Five Hundred Thousand Dollars ($1,500,000), which amount may be increased or decreased by the mutual written agreement of the parties thereto (the "Note"). The Note (i) bears interest at a rate of 8% per annum, (ii) has a maturity date of February 28, 2025, and (iii) is secured by all assets of Networks. Pursuant to the Agreement, Networks issued C&P a warrant to purchase shares of preferred stock of Networks, $0.00001 par value per share.
On September 3, 2024, Networks issued a certain request for draw in the principal amount of One Million Dollars ($1,000,000) (the “Initial Draw”).
C&P previously purchased convertible notes of Networks in the aggregate original principal amount of $700,000 and $800,000, on July 8, 2024 and July 23, 2024, respectively, as disclosed in the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on August 14, 2024.
The foregoing summary of the terms of the Secured Loan does not purport to be complete and is subject to, and qualified in its entirety by, such documents attached as Exhibits 4.1, 10.1, 10.2, and 10.3 to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Warrant of Ondas Networks Inc. | |
| 10.1* | Secured Note Agreement, dated September 3, 2024, by and between Ondas Networks Inc. and Charles & Potomac Capital, LLC. | |
| 10.2 | Security Agreement, dated September 3, 2024, by and among Ondas Networks Inc. and Charles & Potomac Capital, LLC. | |
| 10.3* | Patent Security Agreement, dated September 3, 2024, by and between Ondas Networks Inc. and Charles & Potomac Capital, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. |
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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.
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Date: September 3, 2024 |
ONDAS HOLDINGS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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