As filed with the Securities and Exchange Commission on December 5, 2019February 9, 2024

Registration No. 333-________

333-276852

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 1

to

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

ONDAS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of
Nevada
(State or other jurisdiction of
incorporation or organization)

47-2615102

(IRS Employer

Identification No.)

 

47-261510253 Brigham Street, Unit 4,

(I.R.S. Employer Identification Number)Marlborough, MA 01752

165 Gibraltar Court

Sunnyvale, California 94089

(888) 350-9994

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)offices)

 

Eric A. Brock

Chairman and Chief Executive Officer

Ondas Holdings Inc.

165 Gibraltar Court Sunnyvale, CA 9408953 Brigham Street, Unit 4,

Marlborough, MA 01752

(888) 350-9994

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With a copyCopies of all correspondence to:

Michael Francis, Esq.

Christina C. Russo, Esq.

Akerman LLP

350 East Las Olas Boulevard, 98 Southeast Seventh Street

Suite 16001100

Fort Lauderdale,Miami, Florida 3330133131

(954) 463-2700Telephone: (305) 374-5600

 

Approximate date of commencement of proposed sale to the publicpublic:: From time to time, after the effective date of this registration statement, as determined by the selling stockholders.Registration Statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.offering:  ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.offering:  ☐

  

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Act:

 

Large accelerated filer

Accelerated filer
Non-accelerated filerSmaller reporting company
 Emerging growth company

 

If an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act.Act  ☐

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to

be registered

 Amount to be registered  

Proposed maximum

offering price per share(1)

  

Proposed maximum

aggregate offering price (1)

  

Amount of

registration fee

 
Common stock, $0.0001 par value per share  8,684,353   6.50  $56,448,294.50  $7,326.99 
Common stock, $0.0001 par value per share underlying the Warrants  4,630,739   6.50  $30,099,803.50  $3,906.95 
Total  13,315,092      $86,548,098.00  $11,233.94 

(1)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

EXPLANATORY NOTE

We are filing this registration statement with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process to replace our prior registration statement (File No. 333-252571) registering up to a maximum aggregate offering price of $150,000,000, that expired on February 5, 2024, in accordance with applicable SEC regulations (the "Initial Registration Statement"). Under this shelf registration statement, we may, from time to time, sell any combination of the securities described herein, in one or more offerings, up to a maximum aggregate offering price of $175,000,000, which represents $150,000,000 under the Initial Registration Statement and an additional $25,000,000. Pursuant to Rule 415(a)(5)(ii) under the Securities Act of 1933, as amended, by filing this shelf registration statement, we may issue and sell securities covered by the Initial Registration Statement until the earlier of (i) the effective date of this shelf registration statement and (ii) August 3, 2024, which is 180 days after the third-year anniversary of the effective date of the Initial Registration Statement.

The information in this prospectus is not complete and may be changed. The selling stockholdersWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated February 9, 2024

 

PRELIMINARY  PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER 5, 2019

 

PRELIMINARY PROSPECTUS 

 

ONDAS HOLDINGS INC.$175,000,000

 

8,684,353 Shares of Common Stock

Preferred Stock

Debt Securities

Warrants

Units

 

4,630,739 Shares of Common Stock underlying Warrants

The selling stockholders may offer and sellThis prospectus relates to the sale from time to time in one or more offerings of up to an aggregate$175,000,000 of 13,315,092 shares of Ondas Holdings Inc. (the “Company”) Common Stockour common stock, par value $0.0001 (“Common Stock”), including (i) up to 8,684,353; shares of our preferred stock, par value $0.0001 (“Preferred Stock”), which we may issue in one or more series or classes; debt securities, which we may issue in one or more series; warrants to purchase our Common Stock, thatPreferred Stock or debt securities; and units (collectively referred to as the “securities”).

We will provide the specific terms of any securities to be offered in one or more supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.

When securities are outstanding and (ii) up to 4,630,739 shares of Common Stock underlying outstanding warrants at an exercise price of $3.25 per share (the “Warrants”) issued to certain purchasers,offered under this prospectus, we will provide you with a prospectus supplement describing the placement agent and certain of its affiliates, and certain noteholders of the Company in connection with the private placement offering pursuant to certainspecific securities purchase agreements, dated September 27, 2019, October 30, 2019 and November 27, 2019, by and between the Company and each purchaser thereto (the “PIPE”). For information concerning the selling stockholders andbeing offered, the manner in which they are being offered, the offering price of the securities and the net proceeds from the sale of those securities. The securities may offerbe offered separately or together in any combination or as a separate series. You should carefully read this prospectus and any accompanying prospectus supplement, together with any documents incorporated by reference herein and therein, before you invest in our securities. We may sell sharesthese securities to or through underwriters, to other purchasers, through dealers or agents or through any combination of our Common Stock, see “Selling Stockholders” andthese methods, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus.

We If any agents or underwriters are not sellinginvolved in the sale of any securities underwith respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will not receive any proceeds from the sale by the selling stockholders of their shares of Common Stock.also be set forth in a prospectus supplement.

 

Our Common Stock is quotedtraded on the OTCQB of OTC Markets Group, Inc. (the “OTCQB”),The NASDAQ Capital Market under the symbol “ONDS,“ONDS.and, to date, has traded on a limited basis. As of December 4, 2019,On February 8, 2024, the last reported sale price of our common stockCommon Stock on OTCQBThe NASDAQ Capital Market was $6.50.$1.31.

 

Investing in the shares of Common Stockour securities involves substantial risks. See “Risk Factors,”Factors” beginning on page 65 of this prospectus and in the applicable prospectus supplement, and in any documents we file with the Securities and Exchange Commission that areother document incorporated by reference into this prospectus.herein or therein, for factors you should consider before buying any of our securities.

 

You should rely only on the information contained in this prospectus. We have not authorized any dealer, salesperson or other person to provide you with information concerning us, except for the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Common Stock. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is           , 20192024. 

 

 

 

 

TABLE OF CONTENTS

 

PROSPECTUS

Page
ABOUT THIS PROSPECTUSii
PROSPECTUS SUMMARY1
THE OFFERING5
RISK FACTORS6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiii
PROSPECTUS SUMMARY1
RISK FACTORS5
USE OF PROCEEDS6
DESCRIPTION OF CAPITAL STOCK7
USEDESCRIPTION OF PROCEEDSDEBT SECURITIES9
SELLING STOCKHOLDERS10
DESCRIPTION OF WARRANTS20
DESCRIPTION OF UNITS21
GLOBAL SECURITIES22
PLAN OF DISTRIBUTION1524
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES27
LEGAL MATTERS28
EXPERTS29
WHERE YOU CAN FIND ADDITIONAL INFORMATION30
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE17
WHERE YOU CAN FIND MORE INFORMATION18
LEGAL MATTERS19
EXPERTS20
PART IIII-1
SIGNATURESII-531

 

i

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a “shelf” registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, or the SEC,SEC. By using a “shelf”shelf registration process for the delayed offeringstatement, we may sell, at any time and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf process, the selling stockholders may, from time to time sellin one or more offerings, any combination of the offered securities described in this prospectus, in one or more offerings. Additionally, underup to a total dollar amount of $175,000,000. This prospectus provides you with a general description of the shelf process, in certain circumstances,securities that we may offer. Each time we sell securities, we will provide a prospectus supplement thatand attach it to this prospectus. Based on 57,233,489 shares of Ondas Holdings Inc.'s common stock held by non-affiliates and the reported sale price of our common stock of $1.37 on the Nasdaq Stock Market on January 31, 2024, our market value held by non-affiliates was approximately $78 million. The prospectus supplement will contain more specific information about the terms of a particularthat offering, by one or moreincluding the specific amounts, prices and terms of the selling stockholders. Wesecurities offered. The prospectus supplements may also provide a prospectus supplement to add, information to, or update or change information contained or incorporated by reference in this prospectus.

This prospectus does not contain all of the information set forth in the registration Any statement portions of whichthat we have omitted as permitted by the rules and regulations of the SEC. Statements containedmake in this prospectus aswill be modified or superseded by any inconsistent statement made by us in a prospectus supplement. If there is any inconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus may not be used to the contentsoffer or consummate a sale of any contract or other document are not necessarily complete. You should refer to the copy of each contract or document filed as an exhibitsecurities unless it is accompanied by a prospectus supplement.

The exhibits to the registration statement forof which this prospectus is a complete description.part contain the full text of certain contracts and other important documents we have summarized in this prospectus. Because these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we may offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find Additional Information” below.

 

You should rely only on the information contained in or incorporated by reference intoin this prospectus andor any applicable prospectus supplements. Such documents contain important information you should consider when making your investment decision.supplements filed with the SEC. We have not authorized anyone to provide you with different information and, if you are given any information or additional information. The selling stockholders are offering to sell and seeking offers to buy shares of our Common Stock only in jurisdictions in which offers and sales are permitted. The informationrepresentation about these matters that is not contained or incorporated by reference in this prospectus or a prospectus supplement, you must not rely on that information. We are not making an offer to sell securities in any jurisdiction where the offer or sale of such securities is accurate only as ofnot permitted.

Neither the date of this prospectus, regardless of the time of delivery of this prospectus or any applicable prospectus supplement nor any sale made using this prospectus or any applicable prospectus supplement implies that there has been no change in our affairs or that the information in this prospectus or in any applicable prospectus supplement is correct as of Common Stock.any date after their respective dates. You should not assume that the information in or incorporated by reference in this prospectus or any applicable prospectus supplement prepared by us, is accurate as of any date other than the date(s) on the front covers of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

Unless the context otherwise requires, all references in this prospectus to “Ondas” “Ondas Holdings” the “Company,” “we,” “us,” and “our” refer to Ondas Holdings Inc. and our consolidated subsidiaries, including our wholly-owned subsidiary, Ondas Networks Inc., Ondas Autonomous Holdings Inc., Airobotics Ltd. and American Robotics, Inc.; unless otherwise specified, references to “Ondas Networks” refers to our wholly-owned subsidiary, Ondas Networks Inc., references to “OAH” refers to Ondas Autonomous Holdings Inc., references to “Airobotics” refers to Airobotics Ltd., and references to “American Robotics” refers to American Robotics, Inc. Unless otherwise stated or indicated by context, the phrase “this prospectus” refers to the prospectus and any applicable prospectus supplement.

 

ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements, which in some cases, you can identify by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements, relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These statements include statements regarding our operations, cash flows, financial position and economic performance including, in particular, future sales, competition and the effect of economic conditions. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.

Although we believe that these statements are based upon reasonable assumptions, these statements expressing opinions about future outcomes and non-historical information are subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change and, therefore, there is no assurance that the outcomes expressed in these statements will be achieved. Some of the assumptions, future results and levels of performance expressed or implied in the forward-looking statements we have made or may make in the future inevitably will not materialize, and unanticipated events may occur which will affect our results. Investors are cautioned that forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the expectations expressed in forward-looking statements contained herein. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks and uncertainties in greater detail under “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus. You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under the securities laws of the United States. You are advised, however, to consult any additional disclosures we make in our reports filed with the SEC.

iii

 

 

PROSPECTUS SUMMARY

 

This summary doeshighlights information contained elsewhere in this prospectus or the documents incorporated by reference herein. It is not complete and may not contain all of the information that is important to you.you should consider before investing in these securities. You should carefully read the entire prospectus, carefully, including the “Risk Factors” section, and the consolidated financial statements and related notes included in this prospectus ordocuments incorporated by reference into this prospectus, before making an investment decision.and any prospectus supplement.

 

Overview

Ondas Holdings Inc. is a leading provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc. (“Ondas Networks”) Ondas Autonomous Holdings Inc., Airobotics Ltd. (“Airobotics”), and American Robotics, Inc. (“American Robotics” or “AR”). Airobotics is an Israeli-based developer of autonomous drone systems. American Robotics is a leading developer of highly automated commercial drone systems. Airobotics and American Robotics operate together under OAH as a separate business unit called Ondas Autonomous Systems. Ondas Networks and Ondas Autonomous Systems together provide users in rail, energy, mining, agriculture, public safety and critical infrastructure and government markets with improved connectivity, data collection capabilities, and data collection and information processing capabilities. We operate Ondas Networks and Ondas Autonomous Systems as separate business segments, and the following is a discussion of each segment.

Ondas Networks Segment

Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We refer to these applications as the Mission-Critical Internet of Things (“MC-IoT”). Our wireless networking products are applicable to a wide range of MC-IoT applications, which are most often located at the very edge of large industrial networks. These applications require secure, real-time connectivity with the ability to process large amounts of data at the edge of large industrial networks. Such applications are required in all of the major critical infrastructure markets, including rail, electric grids, drones, oil and gas, and public safety, homeland security and government, where secure, reliable and fast operational decisions are required in order to improve efficiency and ensure a high degree of safety and security.

 

We design, develop, manufacture, sell and support FullMAX, our multi-patented, state-of-the-art, point-to-multipoint, software-defined radio SDR systempatented, Software Defined Radio (“SDR”) platform for secure, licensed, private, wide-area broadband networks. Our customers purchaseinstall FullMAX systemsystems in order to upgrade and expand their legacy wide-area network infrastructure. Our MC-IoT intellectual property has been adopted by the Institute of Electrical and Electronics Engineers (“IEEE”), the leading worldwide standards body in data networking protocols, and forms the core of the IEEE 802.16s standard. Because standards-based communications solutions are preferred by our mission-critical customers and ecosystem partners, we have taken a leadership position in IEEE as it relates to deploy wide-area intelligent networks (WANs)wireless networking for smart grids, smart pipes, smart fieldsindustrial markets. As such, management believes this standards-based approach supports the adoption of our technology across a burgeoning ecosystem of global partners and other mission critical networks that need internet protocol connectivity. We sell our products and services globally through a direct sales force and value-added sales partners to critical infrastructure providers including electric utilities, water and wastewater utilities, oil and gas producers, and for other critical infrastructure applications in areas such as homeland security and defense, and transportation.end markets.

 

Our software-based FullMAX system ofplatform is an important and timely upgrade solution for privately-owned and operated wireless base stations, fixedwide-area networks, leveraging Internet Protocol-based communications to provide more reliability and mobile remote radios and supporting technology is designed to enable highly secure and reliable industrial-grade connectivity for truly mission-critical applications. The target customersdata capacity for our products operate inmission-critical infrastructure customers. We believe industrial and critical infrastructure sectors ofmarkets throughout the global economy. Private cellular networks are often the preferred choice of these large industrial customers with business operations spanning large field areas. Private networks provideglobe have reached an inflection point where legacy serial and analog based protocols and network transport systems no longer meet industry needs. In addition to offering enhanced protection against cyber terrorism, as well as natural and man-made disasters, and the ability for the operator to maintain and control their desired quality of service. Our IEEE 802.16s compliant equipmentdata throughput, FullMAX is designed to optimize performance of unused or underutilized low frequency licensed radio spectrum and narrower channels. A FullMAX wireless network is significantly less expensive to build compared to traditional LTE networks given its ability to optimize the performance of lower cost radio spectrum (non-traditional LTE bands) and provide much greater coverage. In many of our industrial end markets,an intelligent networking platform enabling the adoption of low-costsophisticated operating systems and equipment supporting next-generation MC-IoT applications over wide field areas. These new MC-IoT applications and related equipment require more processing power at the edge computingof large industrial networks and increased penetrationthe efficient utilization of “smart machinery”network capacity and sensors is driving demand for next-generation networks for IoT applications such as those poweredscarce bandwidth resources which can be supported by FullMAX.

The Market forthe “Fog-computing” capability integrated in our Products

We offer a range of products with different options for narrowbandend-to-end network platform. Fog-computing utilizes management software to enable edge compute processing and broadband applications. Our SDR platforms offer flexibility with respect todata and application prioritization in the radio frequencies in which they operate (ranging from 30 MHz to 6 GHz) and channel size configurations (ranging from 12.5 KHz to 10 MHz).

The global end markets forfield enabling our MC-IoT solutions are established, large and, we believe, poised to grow rapidly given the key role connectivity will play in next generation IoT-type applications. Firms like Cisco Systems, Inc. and Gartner, Inc. forecast that there will be billions of connected IoT devices installed by 2020; many of them will likely be deployed for industrial applications. Dell’Oro Group, Inc. estimates that Wide Area IoT spending; including low power WAN deployments which we compete with will reach $33.0 billion for carriers and infrastructure vendors by 2022, growing approximately 2.5xs from 2017. Ondas Networks is leveraging its industry expertise and FullMAX technology to develop an enhanced range of products to capitalize on this burgeoning opportunity and is poised to become the leading supplier of private cellular network products. In many of our industrial end markets, we believe, the adoption of low-cost edge computing and increased penetration of “smart machinery” is driving demand for next-generation networks for IoT applications such as those powered by FullMAX.

The target customers for our products operate in critical infrastructure sectors of the global economy. Private cellular networks are typically the preferred choicemore reliable, real-time operating control of these large industrial customers with business operations spanning large field areas. Private networks provide enhanced protection against cyber terrorism, as well as naturalnew, intelligent MC-IoT equipment and man-made disasters, andapplications at the ability for the operator to maintain and control their desired quality of service. The existing public carrier networks based on LTE technology are designed for mobile consumer usage and are not architected for MC-IoT applications. Wi-Fi-based IoT offerings have similar shortcomings related to security, availability and reliability which are likewise unacceptable for mission-critical functions.

Our FullMAX technology offers a next-generation upgrade path for existing private networks currently managed by our industrial customers. These networks will typically be deployed on the existing tower and backhaul infrastructure owned by our customers reducing incremental infrastructure costs. Ondas networks offer much faster data throughput and more efficient radio frequency utilization relative to existing private networks which are currently based largely on legacy, proprietary technologies. We believe the IEEE 802.16s standard is an important catalyst for the MC-IoT upgrade cycle as our critical infrastructure customers increasingly prefer standards-based technology. Standards-based solutions offer a deeper ecosystem of suppliers which results in more price and service competition and lower costs. The IEEE 802.16s standard is relevant for critical infrastructure providers with operations covering large field areas and as such, the market potential is sizeable enough to attract a deep ecosystem of hardware and software solutions providers as well as ancillary service organizations to support our customers.edge. 

 

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Our ProductsPartnership with Siemens Mobility

        In April 2020, Ondas Networks entered into a strategic partnership with Siemens Mobility (“Siemens”), a worldwide leader in seamless, sustainable, reliable and Servicessecure transportation solutions for more than 160 years, to both market our FullMAX-based networking technology and services and to jointly develop wireless communications products for the North American Rail Industry based on Siemens’ Advanced Train Control System (“ATCS”) protocol and our FullMAX MC-IoT platform.

We believe Siemens has both the sales and marketing reach and support to drive our technology to wide scale acceptance across the global rail market beginning with the North American Class I Railroad market. In the third quarter of 2021 we completed the development of our first jointly-developed product with Siemens – the dual-mode ATCS/MC-IoT radio systems. Siemens is now marketing and selling these proprietary systems under the brand name Airlink to our railroad customers. The dual-mode ATCS radio systems support Siemens’ extensive installed base of ATCS radios as well as offer Siemens’ customers the ability to support a host of new advanced rail applications utilizing our MC-IoT wireless system. These new applications, including Advanced Grade Crossing Activation and Monitoring, Wayside Inspection, Railcar Monitoring and next generation signaling and train control systems, are designed to increase railroad productivity, reduce costs and improve safety. In addition, Siemens markets and sells Ondas Networks’ standalone MC-IoT 802.16 products under the Siemens Airlink brand.

 

Our FullMAX Base Stationrelationship with Siemens has expanded significantly since entering into the partnership both with (i) the wider marketing of our wireless technology platform and Remote(ii) multiple additional joint-product programs. Siemens has expanded its marketing reach of Ondas Networks products with identified opportunities in North American Passenger and Transit Rail as well as in European and Asian Rail markets. We believe our technology has broad potential in these large, newly targeted markets.

In November 2021, Siemens secured its first commercial 900 MHz rail order for a major Class I Railroad in the United States which was delivered in December 2021. In August 2022, we announced that we had secured an initial volume order from Siemens for the Class I Rail 900 MHz Network consisting of both ATCS compatible products along with Ondas’ catalog products. In September 2022, we received government authorization to sell ATCS radios are deployedin Canada. In March 2023 the Association of American Railroads (“AAR”) formally announced that IEEE 802.16 standard would be the wireless platform for the greenfield 900 MHz network. The AAR also confirmed they have agreed with the Federal Communications Committee to retire the legacy 900 MHs band by September 2025 and that the wireless network in the new 900 MHz band would be substantially built by April 2026.

Additional Critical Markets

We have launched additional initiatives to take our customers to create wide-area wireless communication networks. A FullMAX network provides end-to-end IPMC-IoT connectivity allowingand ecosystem partnering strategy into other critical infrastructure providersmarkets. In June 2022, we announced the first successful installation of our technology into an Integrated Coastal Surveillance System (ICSS) in the Caribbean with a global defense contractor. In the fourth quarter of 2022, we received and delivered on a new ICSS order for the defense contractor to extend their secure corporate networks intobe deployed in India. We expect additional orders from this defense vendor for the far reachesICSS application in 2023. We believe our FullMAX technology’s licensed frequency flexibility, reliability, and long communications range over ocean surfaces, is broadening the scale of their service territories.our technology in this emerging market for homeland security.

Ondas Autonomous Systems Segment

 

Our FullMAX SDR platform:

offers a dedicated private network for industrial applications which safeguards critical assets and information and protects against cyberattacks;

has frequency agility with the capability to operate in any frequency between 30 MHz and 6 GHz;

may be deployed in a wide variety of narrow and broadband channel sizes and can aggregate non-contiguous channels; and

FullMAX radios use a SDR platform to implement standard versions of the IEEE 802.16 protocol, and the new 802.16s amendment and supports extensions to provide further flexibility and performance beyond the standard implementations.

FullMAX radios can operate at high transmit power (up to 20 watts) at bothOndas Autonomous Systems business unit designs, develops, and markets commercial drone solutions via the Base StationOptimus System™ and Remote sites providing fixed and mobile data connectivity up to 30 miles from the tower site. This results in up to 2,800 square miles of coverage from a single FullMAX tower compared with the 28 square miles typically supported by other 4G technologies. This dramatically reduces the infrastructure cost of building and operating a private cellular network. For example, to cover a territory of over 10,000 square miles may require only four FullMAX towers compared with more than 350 typical 4G towers, depending on the topography of the region.Scout System™ (the “Autonomous Drone Platforms”).

We also provide a variety of services associated with the sale of our FullMAX products including network design, RF planning, product training and spectrum consulting. We provide customers with technical support, extended hardware warranties, and software.

Our Strategy

Our goal is to be a global leader in providing wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. We intend to leverage our FullMAX technology and the IEEE 802.16s standard to achieve this goal. We plan to go “Deep and Wide” in the marketing of our connectivity solutions into global critical infrastructure end markets. Our strategy is to deeply penetrate our traditional end markets, including electric and water utilities while continuing the expansion of our distribution and support capabilities into new vertical end markets such as we have recently done in the oil & gas and transportation sectors.

The key elements of our growth strategy include the following:

Expand our Global Customer Sales and Field Support organization;

Promote the development of a multi-vendor ecosystem in support of IEEE 802.16s;

Develop new products to continuously improve our customer value;

Expand mainland China operations;

Continue to lower product manufacturing costs to drive customer value and enhance our profitability; and

Expand our MC-IoT capabilities via partnerships, joint ventures or acquisitions.

 

2

 

 

ImplicationsThe Autonomous Drone Platforms are highly automated, AI-powered drone systems capable of Beingcontinuous, remote operation and are marketed as “drone-in-a-box” turnkey data solution services. They are deployed for critical industrial and government applications where data and information collection and processing are required. These use cases include public safety, security and smart city deployments where routine, high-resolution automated emergency response, mapping, surveying, and inspection services are highly valued, in addition to industrial markets such as oil & gas, rail and ports which emphasize security and inspection solutions. The Autonomous Drone Platforms are typically provided to customers under a Data-as-a-Service (DaaS) business model, while some customers will choose to purchase and own and operate an Emerging Growth CompanyOptimus Systems™.

 

We are an “emerging growth company” as defined inAmerican Robotics and Airobotics have industry leading regulatory successes which include having the Jumpstart Our Business Startups Act of 2012, as amended, orfirst drone system approved by the JOBS Act. We will remain an emerging growth company until the earlier of (1) December 31, 2021, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to beFederal Aviation Administration (“FAA”) for automated operation beyond-visual-line-of-sight (BVLOS) without a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such fiscal year or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company,human operator on-site.

we may present only two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and related management’s discussion and analysis of financial condition and results of operations in this prospectus;

we may avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley;

we may provide reduced disclosure about our executive compensation arrangements; and

we may not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.

 

In addition underto the JOBS Act,Autonomous Drone Platforms, we also offer a counter-drone system called the Raider™. The Raider™ was developed by Iron Drone Ltd. (“Iron Drone”), an emerging growthIsraeli-based company can delayspecializing in the development of autonomous counter-drone systems, and is deployed by government and enterprise customers to provide security and protect critical infrastructure, assets and people from the threat of hostile drones. Ondas Holdings acquired the assets of Iron Drone on March 6, 2023.

Autonomous Drone Platforms

We design, develop and manufacture autonomous drone systems, providing high-fidelity, ultra-high-resolution aerial data to enterprise and government customers. We currently prioritize the marketing of our Optimus System™ which provides customers with a turnkey data and information solution and the ability to continuously digitize, analyze, and monitor their assets and field operations in real-time or near real-time. We believe the market opportunity for our Scout System™ remains significant. As we drive market adoption with the Optimus platform, we anticipate re-introducing the Scout platform including newly enhanced versions to help segment the market for different use cases and price points.

The Optimus System™ has been designed from the ground up as an end-to-end product capable of certain accounting standards until those standards would otherwise applycontinuous unattended operations in the real world. Powered by innovations in robotics automation, machine vision, edge computing, and AI. Once installed in the field at customer locations, a fleet of connected Optimus Systems™, which are often deployed as networked drone infrastructure, which we refer to private companies. We have irrevocably elected not to avail ourselvesas Urban Drone Infrastructure, remains indefinitely positioned in an area of this extended transition period,operation, automatically collecting and as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.seamlessly delivering data and information regularly and reliably.

  

We are alsomarket the Optimus System™ under a “smaller reporting company” as definedDaaS business model, whereby our drone platform aggregates customer data and provides the data analytics meeting customer requirements in Rule 12b-2 of the Exchange Act and have elected to take advantage of certain of the scaled disclosure available to smaller reporting companies.

Corporate History

Ondas Holdings Inc. was originally incorporated in Nevada on December 22, 2014 under the name Zev Ventures Incorporated. On September 28, 2018, we consummated a reverse acquisition transaction to acquire a privately-held company, Ondas Networks Inc., and changed our name from “Zev Ventures Incorporated” to “Ondas Holdings Inc.” As a result, Ondas Networks Inc. became our wholly-owned subsidiary. We refer to this transaction as the “Acquisition.” In connection with the closing of the Acquisition, we discontinued the prior business of Zev Ventures as a reseller of sporting and concert tickets and our sole business became that of Ondas Networks.

Ondas Networks was originally incorporated in Delaware on February 16, 2006 under the name Full Spectrum Inc. On August 10, 2018, the name was changed to Ondas Networks Inc.

Recent Developments

On September 27, 2019, October 30, 2019 and November 27, 2019, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain purchasers (the “Investors”), which provided for the sale of up to $12,500,000 of Units (including an over-allotment option exercisable by the placement agent for the Company to sell up to an additional $2,500,000 of Units) at a cash purchase price of $2.50 per Unit (the “PIPE”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant to purchase one share of Common Stock at an exercise price of $3.25 per share for a period commencing six months and ending 36 months after the closing date.

The closings of the PIPEreturn for an aggregate of 2,885,600 Units occurred on September 27, 2019 (for 2,426,000 Units), October 30, 2019 (for 206,000 Units)annual subscription fee. Some customers purchase Optimus Systems™ to own and November 27, 2019 (for 253,600 Units). Eric Brock, the Company’s Chief Executive Officer, purchased 400,000 Unitsoperate themselves. We also engage distributors to assist in the PIPE. After paymentsales and marketing of placement agent cash feesour Optimus System™ in geographic markets where it is more cost effective to identify and expensesservice potential customers by engaging local third parties. These distribution agreements can include joint ventures, where Ondas Autonomous Systems will provide technical expertise to support the joint venture partner in the provision of the PIPE, the Company received aggregate net proceeds of approximately $6.0 million.aerial data services to customers.

 

3

 

 

National Securities Corporation,The Optimus System™ consists of (i) Optimus™, a wholly owned subsidiary of National Holdings, Inc.highly automated, AI-powered drone with advanced imaging payloads, (ii) the Airbase™, acted as placement agent (the “Placement Agent”)a ruggedized weatherproof base station for housing, battery swapping, battery charging, payload swapping, data processing, and cloud transfer, and (iii) Insightful™, a secure web portal and API which enables remote interaction with the system, data, and resulting analytics anywhere in the PIPE. world. These major subsystems are connected via a host of supporting technologies. Airbase™ has internal robotic systems that enable the automated swapping of batteries and payloads. Automated battery swapping allows for 24/7 operation of Optimus as the Optimus drone can immediately be redeployed after returning to the dock for a battery swap. Similarly, the ability to autonomously swap sensors and advanced payloads without human intervention allows for the Optimus System to provide multiple applications and use cases from a single location.

American Robotics and Airobotics have industry leading regulatory successes which include having the first drone system approved by the FAA for automated operation BVLOS without a human operator or visual observer on-site. American Robotics’ FAA approvals were enabled by integrating a suite of proprietary technologies, including Detect-and-Avoid (“DAA”) and other proprietary intelligent safety systems into its autonomous drone platform, which we plan to integrate into the Optimus System™. Airobotics is in the advanced stages of receiving approval for Type Certification (“TC”) from the FAA for the Optimus UAV. TC approval will enable expanded operation for the Optimus System™ in the United States including flight operations in populated areas.

The Placement Agent receivedRaider™

The Raider™ is a counter-drone system, which was designed and developed by Iron Drone, that we are marketing to government and enterprise customers who can utilize the system for security and the protection of critical infrastructure, assets and people from the threat of hostile drones. A typical Raider™ deployment location would include sensitive locations such as borders, stadiums or schools, or near critical assets such as power plants and military bases, and for high profile locations such as amusement parks or where public events are held.

The Raider™ is designed to detect, track and intercept unauthorized, or hostile unmanned aircraft and is most often sold with three small UAVs that are housed in a docking station. The Raider UAV has live video capability and a payload containing a net that can be deployed to intercept a hostile drone. Upon detection of an aggregate cash feeunauthorized drone, one or more Raider™ UAVs can be autonomously deployed at high speeds to track the unauthorized aircraft. If the unauthorized aircraft is deemed hostile, the Raider™ UAV can deploy the netting to physically intercept the aircraft. A parachute integrated with the netting allows the intercepted drone to safely fall to the ground for collection by our customer.

Disruption Due to Israel-Hamas War

On October 7, 2023, the State of $721,400, or 10.0%Israel, where Airobotics' main offices and facilities are located, suffered a surprise attack by hostile forces from the Gaza Strip, which led to the Security Cabinet of the gross proceeds raisedState of Israel declaring a state of war in Israel. This military operation and related activities are on-going as of the PIPE, reimbursementdate of transaction expenses,this filing.

The Company has considered various ongoing risks relating to the military operation and warrants to purchase an aggregate of 288,560 shares of Common Stock on September 27, 2019 (for 242,600 shares), October 30, 2019 (for 20,600 shares) and November 27, 2019 (for 25,360 shares) at an exercise price equal to $3.25 (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable for a period commencing six months and ending 36 months after each closing date. related matters, including:

That approximately 17% of the Company's workforce in Israel was called to active duty, which temporarily reduced our workforce;
That some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only partially active, as instructed by the relevant authorities or due to personnel shortages related to the war effort, which resulted in a temporary delay of inventory production; and
A slowdown in the number of international flights in and out of Israel.

 

In connection withrecent weeks, all of the initial closing,Company's workforce in Israel returned to work and inventory production restraints have eased. The Company is closely monitoring how the military operation and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future operations, including the Company’s ability to import materials that are required to construct the Optimus System™ and to ship them outside of Israel. As of the date of this prospectus, the Company has determined that there have not been any materially adverse effects on its business or operations, but it continues to monitor the situation, as any future escalation or change could result in a material adverse effect on the September 27, 2019 ( the “Initial Closing Date”), the Loan and Security Agreement by and between the Company and Energy Capital, LLC (“Energy Capital”), a greater than five percent stockholderability of the Company’s Israeli office to support the Company’s activities. The Company entered into on October 1, 2018 (including the promissory notes thereunder, collectively, the “Loan”), with an aggregate of $10,563,104.16 principal and interest outstanding, was converted into an aggregate of 4,225,242 Units, and the debt owed under the Loan was extinguished. As a result, the Loan terminated pursuant to its terms. Also, in connection with the initial closing, on the Initial Closing Date, outstanding notes, with an aggregate of $3,933,767 principal and interest outstanding, were converted into an aggregate of 1,573,511 Units, pursuant to the terms of each outstanding note and the debt owed under the outstanding notes was extinguished.

We are registering the shares of Common Stock and the shares of Common Stock underlying the Warrants pursuant to certain registration rights agreements between the Company and the investorsdoes not have any specific contingency plans in the PIPE.event of any such escalation or change.

 

Corporate Information

 

Our principal executive officesOndas’ corporate headquarters are located at 165 Gibraltar Court,in Marlborough, Massachusetts. Ondas Networks has offices and facilities in Sunnyvale, California, 94089American Robotics’ offices and ourfacilities are located in Marlborough, Massachusetts, and Airobotics’ offices and facilities are located in Petah Tikva, Israel.

Our telephone number is (888) 350-9994. We maintain a350-9994 and out Internet website at www.ondas.com, to which we regularly post copies of our press releases as well as additionalis www.ondas.com. The information about us. Our filings with the SEC, will be available free of charge through the website as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Information contained on or accessible through, our website doesis not constitute a part of, or incorporated in, this prospectus or our other filings with the SEC, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase shares of our common stock.prospectus. 

4

THE OFFERING

Common Stock outstanding prior to the offering:59,148,085 shares
Common Stock to be issued upon exercise of the Warrants:4,630,739 shares
Common Stock to be offered by the selling stockholders:13,315,092 shares (including 4,630,739 shares underlying the Warrants)
Common Stock outstanding immediately following the offering:63,778,824 shares (including 4,630,739 shares underlying the Warrants)
Use of proceeds:We will not receive any proceeds from the sale of the shares of Common Stock by the selling stockholders but will receive proceeds from the exercise of the Warrants if the Warrants are exercised, which proceeds will be used for working capital and other general corporate purposes. See “Use of Proceeds.”
Risk Factors:See “Risk Factors” beginning on page 6 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Common Stock.
Stock Symbol:OTCQB: ONDS

The number of shares of our common stock to be outstanding after this offering is based on 59,148,085 shares of our common stock outstanding as of December 2, 2019 and assumes the exercise of the Warrants, after giving effect to the assumptions set forth below and excluding the following:

a warrant to purchase 140,678 shares of common stock at an exercise price of $0.01 per share, which is immediately exercisable and terminates on September 26, 2024;

120,000 shares of common stock to be issued to Steward Capital in connection with the extensions and amendments to that certain Loan and Security Agreement entered into between the Company and Steward Capital parties on March 9, 2018; and

10,000,000 shares of common stock reserved for issuance pursuant to future awards under our 2018 Incentive Stock Plan, or the 2018 Plan, as of May 31, 2019, including options and restricted stock units to purchase an aggregate of approximately 3,600,000 shares of common stock expected to be granted in 2020 to our officers and employees.

5


RISK FACTORS

 

Investing in our securities involves significant risks. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors described under “Risk Factors” in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, and in other documents which are incorporated by reference into this prospectus.prospectus, as well as the risk factors and other information contained in or incorporated by reference into the applicable prospectus supplement.

 

If any of these risks were to occur, our business, affairs, prospects, assets, financial condition, results of operations and cash flow could be materially and adversely affected. If this occurs, the market or trading price of our securities could decline, and you could lose all or part of your investment. In addition, please read “Special Note Regarding Forward-Looking Statements” in this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference into this prospectus.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, that relate to future events or to our future operations or financial performance. Any forward-looking statement involves known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statement. Forward-looking statements include statements, other than statements of historical fact, about:

our plans to further develop our FullMAX system of wireless base stations;

our plans to further develop remote radios;

the adoption by our target industries of the new IEEE 802.16s standard for private cellular networks;

our future development priorities;

our estimates regarding the size of our potential target markets;

our expectations about the impact of new accounting standards;

our future operations, financial position, revenues, costs, expenses, uses of cash, capital requirements, our need for additional financing or the period for which our existing cash resources will be sufficient to meet our operating requirements; and

our strategies, prospects, plans, expectations, forecasts or objectives.

Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “targets,” “likely,” “will,” “would,” “could,” “should,” “continue,” “scheduled” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on our estimates or projections of the future that are subject to known and unknown risks and uncertainties and other important factors that may cause our actual results, level of activity, performance, experience or achievements to differ materially from those expressed or implied by any forward-looking statement. Actual results, level of activity, performance, experience or achievements may differ materially from those expressed or implied by any forward-looking statement as a result of various important factors, including our critical accounting policies and risks and uncertainties relating, to:

our ability to obtain additional financing on reasonable terms, or at all;

our ability to repay our indebtedness;

the accuracy of our estimates regarding expenses, costs, future revenues, uses of cash and capital requirements;

the market acceptance of our wireless connection products and the IEEE 802.16s standard;

our ability to develop future generations of our current products;

our ability to generate significant revenues and achieve profitability;

our ability to successfully commercialize our current and future products, including their rate and degree of market acceptance;

our ability to attract and retain key scientific or management personnel and to expand our management team;

our ability to establish licensing, collaboration or similar arrangements on favorable terms and our ability to attract collaborators with development, regulatory and commercialization expertise;


our ability to manage the growth of our business;

expenditures not resulting in commercially successful products;

our outreach to global markets, particularly China;

our commercialization, marketing and manufacturing capabilities and strategy;

our ability to expand, protect and maintain our intellectual property position;

the success of competing third-party products;

our ability to fully remediate our identified internal control material weaknesses;

regulatory developments in the United States and other countries; and

our ability to comply with regulatory requirements relating to our business, and the costs of compliance with those requirements, including those on data privacy and security.

USE OF PROCEEDS

 

We will not receive anyretain broad discretion over the use of the net proceeds from the sale of the shares of Common Stock by the selling stockholders but will receive proceeds from the exercise of the Warrants if the Warrants are exercised, which proceeds will be used for working capital and other general corporate purposes.


SELLING STOCKHOLDERS

The following table provides information about the selling stockholders, listing how many shares of our Common Stock the selling stockholders own on the date of this prospectus, how many shares may be offered by this prospectus, and the number and percentage of outstanding shares the selling stockholders will own after the offering, assuming all shares covered by this prospectus are sold. The information concerning beneficial ownership has been provided by the selling stockholders. Information concerning the selling stockholders may change from time to time, and any changed information will be set forth if and when required in prospectus supplements or other appropriate forms permitted to be used by the SEC.

We do not know when or in what amounts the selling stockholders may offer shares for sale. The selling stockholders may choose not to sell any or all of the sharessecurities offered by this prospectus. BecauseUnless we inform you otherwise in a prospectus supplement, we intend to use the selling stockholdersnet proceeds of any securities sold under this prospectus for general corporate purposes. General corporate purposes may offer all or someinclude any of the shares, and because there are currently no agreements, arrangements or understandings with respectfollowing:

funding capital expenditures;

repaying debt;

paying for possible acquisitions or the expansion of our business; and

providing working capital.

When a particular series of securities is offered, the prospectus supplement relating to that offer will set forth our intended use for the proceeds we receive from the sale of anythose securities. Pending the application of the shares,net proceeds, we cannot accurately reportmay invest the number of the shares that will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, all of the shares covered by this prospectus will be sold by the selling stockholders.proceeds in short-term, interest-bearing instruments or other investment-grade securities.

 

The numberFrom time to time, we engage in preliminary discussions and negotiations with various businesses in order to explore the possibility of shares outstanding, and the percentage of beneficial ownership, post-offering are based on 63,778,824 shares of Common Stock issued and outstandingan acquisition or investment. However, as of the conclusion of the offering, calculated on the basis of (i) 59,148,085 shares of Common Stock issued and outstanding as of December 2, 2019 prior to the offering and (ii) assuming the exercise and sale by the selling stockholders of the 4,630,739 shares of Common Stock underlying the Warrants. For the purposes of the following table, the number of shares of Common Stock beneficially owned has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), and such information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership includes any shares as to which the selling stockholders have sole or shared voting power or investment power and also any shares which each selling shareholder, respectively, has the right to acquire within 60 days of the date of this prospectus, throughwe have not entered into any agreements or arrangements which would make an acquisition or investment probable under Rule 3-05(a) of Regulation S-X. In addition, as of the exercisedate of this prospectus, we have not entered into any agreements or arrangements for capital expenditures that would be paid for from the proceeds of this offering.

6

DESCRIPTION OF CAPITAL STOCK

Overview

Our authorized capital stock option, warrantconsists of (i) 300,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share, of which 5,000,000 shares are designated as Series A Preferred and 5,000,000 shares are non-designated (“blank check”) shares. As of January 30, 2024, we had 61,945,413 shares of common stock outstanding and no shares of preferred stock outstanding. The following is a summary of the rights of our common and preferred stock and some of the provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, and the Nevada Revised Statutes (the “NRS”). Because it is only a summary, it does not contain all the information that may be important to you. For a complete description you should refer to our amended and restated articles of incorporation and our bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, as well as the relevant provisions of the NRS.

Common Stock

The holders of the Company’s Common Stock:

1. Have ratable rights to dividends from funds legally available if and when declared by the Company’s Board of Directors (the “Board”).

2. Are entitled to share ratably in all of the Company’s assets available for distribution to holders of Common Stock upon liquidation.

3. Do not have the right to preemptive, subscription or otherconversion rights and there are no redemption or sinking fund provisions or rights.

 

4. Are entitled to cast one non-cumulative vote for each share held on all matters on which holders of Common Stock may vote and, with respect to the election of directors, one non-cumulative vote for each share held for each of the duly nominated directors.

Selling Stockholder Shares of
Common Stock
Owned Before
the Offering (1)
  Shares of
Common Stock to
be Offered
for the Selling
Stockholder’s
Account (2)
  Shares of
Common
Stock Owned
by the Selling
Stockholder
after the
Offering
  Percent of
Common Stock
to be Owned by
the Selling
Stockholder
after the
Offering
 
James Virgilio Holdings LLC  100,000   150,000   -   - 
Richard Scott McKeever  10,000   15,000   -   - 
Eric Brock*  5,473,585   600,000   5,073,585   7.95%
Future Land Investment, Inc.  40,000   60,000   -   - 
Frank Ingriselli  10,000   15,000   -   - 
Michael Burwell  30,000   45,000   -   - 
Frederick M. Kelso  10,000   15,000   -   - 
Michael Fahey  10,000   15,000   -   - 
Emilio & Jessica DiMatteo  10,000   15,000   -   - 
John M. Brady  10,000   15,000   -   - 
Kurtis Krentz  20,000   30,000   -   - 
Paul G. Elie  10,000   15,000   -   - 
Scott Joseph Schueller  10,000   15,000   -   - 
Carlo Alberici  40,000   60,000   -   - 
Michael P. Quackenbush Jr.  10,000   15,000   -   - 
Laurence M. Pfeffer  10,000   15,000   -   - 
Charles J. Finn  20,000   30,000   -   - 
Vaidyanthan Chandrashekhar  14,000   21,000   -   - 
Alan W. Page  10,000   15,000   -   - 
Stephen V. Zawoyski  10,000   15,000   -   - 
Scott M. Curran  10,000   15,000   -   - 
Scott L. Busse  20,000   30,000   -   - 

The rights, preferences, and privileges of the holders of Common Stock may be adversely affected by, the rights of the holders of any series of Preferred Stock that may be issued by Ondas.

Preferred Stock

The Board may, without further action of the Company’s stockholders, issue shares of Preferred Stock in one or more series, fix the number of shares, determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as may be permitted under Chapter 78 of the NRS.

The Board may also increase or decrease the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that series of Preferred Stock, but not below the number of shares of such series of Preferred Stock then outstanding. In case the number of shares of any series of Preferred Stock shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock.

The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of Ondas entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.

On August 14, 2020, the Company filed a Certificate of Designation with the State of Nevada to designate 5,000,000 shares of the Company’s Preferred Stock as Series A Convertible Preferred Stock (“Series A Preferred”). Shares of Series A Preferred rank pari passu with the Company’s Common Stock, except that holders of Series A Preferred shall have certain liquidation preferences as set forth in the Certificate of Designation and the holders of the Series A Preferred are not entitled to vote on any matters presented to the stockholders of the Company. The Certificate of Designation became effective on the August 14, 2020.

 


Micky Houston  24,000   36,000   -   - 
Rodolfo G. & Patricia F. Bosenberg  10,000   15,000   -   - 
Rich Shappard  20,000   30,000   -   - 
David Petterson  30,000   45,000   -   - 
Mario Dell’Aera  50,000   75,000   -   - 
Jonathan E. Ansbacher  10,000   15,000   -   - 
Scott Wiehle  10,000   15,000   -   - 
Patrick John Gregory Revocable Trust DTD 6-26-1990  10,000   15,000   -   - 
Adan Martinez  10,000   15,000   -   - 
Robert Richard Keehan  10,000   15,000   -   - 
Donald L. Hulet  8,000   12,000   -   - 
Matthew W. Cambi  10,000   15,000   -   - 
James Somers  20,000   30,000   -   - 
Kim E. Tobler  10,000   15,000   -   - 
Sameer Shirsekar  10,000   15,000   -   - 
Paul E. Linthorst  6,000   9,000   -   - 
Kevin J. Herzberg  10,000   15,000   -   - 
Steven R. Lilley  10,000   15,000   -   - 
James M. Koch  10,000   15,000   -   - 
Code Enviro Sciences  40,000   60,000   -   - 
Aaron T. Maguire  8,000   12,000   -   - 
James W. Gallagher & Barbara Gallagher  14,000   21,000   -   - 
Tomassetti Living Trust dated March 12, 1999  20,000   30,000   -   - 
Bradley Hudson & Jennifer Hudson  30,000   45,000   -   - 
Donald F. Haller  20,000   30,000   -   - 
Rajesh Bellani  22,000   33,000   -   - 
Jeffery L. Miller & Khristen N. Zar JTWROS  10,000   15,000   -   - 
Glenn E. Talboy  8,000   12,000   -   - 
Craig Watchmaker  10,000   15,000   -   - 
Brian Ocuiv  20,000   30,000   -   - 
Michael Snow  10,000   15,000   -   - 
Russell Moore  10,000   15,000   -   - 
John W. Stadtler  10,000   15,000   -   - 
R. Blake & Debra E. Steudtner Revocable Trust DTD 4/25/2018  10,000   15,000   -   - 
Mauricio R. Santana  10,000   15,000   -   - 
Keith Belote  8,000   12,000   -   - 
James R. Aldridge  10,000   15,000   -   - 
Alexandre N. Palma  10,000   15,000   -   - 
Jeffrey E. Kuhlin  10,000   15,000   -   - 
Donald Cameron  10,000   15,000   -   - 
Harold Wayne Smith  10,000   15,000   -   - 
Jay D. Meldrum  10,000   15,000   -   - 
Jorge Morazzani  10,000   15,000   -   - 
Peter M. Todd  20,000   30,000   -   - 
Kyle Lucas  40,000   60,000   -   - 
Mark J. Moran  10,000   15,000   -   - 
Timothy S. Vitale  10,000   15,000   -   - 
James J. Damato  10,000   15,000   -   - 
Charles Tyson Cornell  10,000   15,000   -   - 
Colin S. McIntyre  10,000   15,000   -   - 

In connection with the Company’s underwritten public offering of Common Stock consummated on December 8, 2020, the Company’s outstanding 2,350,390 shares of Series A Convertible Preferred Stock mandatorily converted into an aggregate of 979,361 shares of Common Stock.


Charles Christensen  20,000   30,000   -   - 
Steven J. Shanker Living Trust DTD 4-9-1997  20,000   30,000   -   - 
Ben W. Greene  10,000   15,000   -   - 
Keith Jackson  30,000   45,000   -   - 
Gregory G. Galdi  30,000   45,000   -   - 
Rajiv A. Thadani  8,000   12,000   -   - 
Paul P. Frank III & Colleen B. Frank  10,000   15,000   -   - 
David A. Fitz  8,000   12,000   -   - 
James M. Fiscus  10,000   15,000   -   - 
Dennis M. Scullin  10,000   15,000   -   - 
Anthony J. Berni  10,000   15,000   -   - 
Richard Joseph Call IV  10,000   15,000   -   - 
Roger A. Schulz  50,000   75,000   -   - 
Ramesh Telang  10,000   15,000   -   - 
Denis Naughter  10,000   15,000   -   - 
Philip Garland & Cynthia Garland JTWROS  10,000   15,000   -   - 
Robert Kastenschmidt  10,000   15,000   -   - 
Joseph C. Atkinson  8,000   12,000   -   - 
Miles E. Everson  30,000   45,000   -   - 
Ballington Living Trust DTD 8-5-14  14,000   21,000   -   - 
Chetan R. Vagholkar  40,000   60,000   -   - 
Lewis Bernard  10,000   15,000   -   - 
James W. Morehouse Living Trust dated May 20, 1999  10,000   15,000   -   - 
Joseph Michalczyk  10,000   15,000   -   - 
Jaivardhan Sinha  20,000   30,000   -   - 
Mark M. Watermasysk  10,000   15,000   -   - 
Scott J. Gehsman  8,000   12,000   -   - 
Gary and Deborah Tillett Revocable Trust dated August 10, 2012  20,000   30,000   -   - 
Harvey Beach Club Holdings LLC  10,000   15,000   -   - 
Mohibullah Yousufani  10,000   15,000   -   - 
Pierre Alain Nicolas P. Sur  10,000   15,000   -   - 
James P. Kolar  10,000   15,000   -   - 
Eric G. Jacobsen  10,000   15,000   -   - 
Maj-Britt Rosenbaum  10,000   15,000   -   - 
Chad F. Mueller  20,000   30,000   -   - 
Dennis L. Chelsey  10,000   15,000   -   - 
Scott Guasta  20,000   30,000   -   - 
 Henry A. Padinha & Terri A. Padinha Joint Common Prop  10,000   15,000   -   - 
Chester P. Mowrey, Jr.  10,000   15,000   -   - 
Amit Gupta  10,000   15,000   -   - 
Donald P. Sesterhenn  20,000   30,000   -   - 
Michael Noonan  80,000   120,000   -   - 
Reginald Benjamin Lovelace  10,000   15,000   -   - 
Yuvraj Singh & Anupma Singh  40,000   60,000   -   - 
Mark R. Demich  10,000   15,000   -   - 
Dennis D. Howarter & Pamela J. Howarter JTWROS  60,000   90,000   -   - 
Mark W. Boyer  40,000   60,000   -   - 
J. Eric and Janine Conway Trust DTD 12-9-2016  10,000   15,000   -   - 
Rami Tawasha  40,000   60,000   -   - 
Wilds Ross  10,000   15,000   -   - 
John Boals & Karla Boals  8,000   12,000   -   - 


James E. Kasman  40,000   60,000   -   - 
Adam S. Feuerstein  40,000   60,000   -   - 
Albert Todd Roberts  20,000   30,000   -   - 
Ryan D. Martin  8,000   12,000   -   - 
Naman Parekh  20,000   30,000   -   - 
Jeff Liter  8,000   12,000   -   - 
Gerald Towne  20,000   30,000   -   - 
Todd D. Kosel  10,000   15,000   -   - 
Chandresh Harjivan  20,000   30,000   -   - 
Robert L. Boals & Darby Lynn Boals  8,000   12,000   -   - 
Thomas Mathias Konciscs  80,000   120,000   -   - 
Gerald Louviere  10,000   15,000   -   - 
Jacobus O Bouwer  10,000   15,000   -   - 
Mark Deutsch  10,000   15,000   -   - 
Donald Rupprecht  20,000   30,000   -   - 
Anup Kharode  20,000   30,000   -   - 
Brian Langham  16,000   24,000   -   - 
Kevin Smith & Kristin Smith  9,600   14,400   -   - 
Robert V. Deutsch  10,000   15,000   -   - 
Byron Carlock  10,000   15,000   -   - 
Stephen Adler & Iris M. Rosas  40,000   60,000   -   - 
Richard L. Fleissner  10,000   15,000   -   - 
National Securities Corporation(3)  -   109,594   -   - 
Matt Fleisner(4)  -   40,654   -   - 
Richard Libretti(4)  -   24,158   -   - 
Joseph Glodek(4)  -   24,158   -   - 
Roger Monteforte(4)  -   22,603   -   - 
Jonathan C. Rich(4)  -   19,365   -   - 
Salvatore Esposito(4)  -   14,938   -   - 
Newbridge Securites Corporation(4)  -   7,316   -   - 
Andrei Amaritei(4)  -   3,972   -   - 
Nikhil Bhambi(4)  -   2,961   -   - 
Greg Kouvelas (4)  -   2,220   -   - 
Linda Acri(4)  -   1,400   -   - 
Carmine Raimo(4)  -   1,290   -   - 
Carter Mansbach(4)  -   9,060   -   - 
Mike Burkoff(4)  -   866   -   - 
Adam Figueroa(4)  -   866   -   - 
Carl Cirelli(4)  -   1,106   -   - 
Vincent D’Albora(4)  -   693   -   - 
John Carroll(4)  -   643   -   - 
Ken Drekou(4)  -   206   -   - 
Damian Defex(4)  -   206   -   - 
Natasha Kravtsova(4)  -   285   -   - 
Energy Capital, LLC(5)  15,276,742   6,337,863   11,051,500   17.33%
AM145 Holdings LLC(6)  2,411,135   618,357   1,998,897**  3.13%
Grove Industries LTD(6)  1,364,995   181,671   1,243,881**  1.95%
Glenn Hicks(6)  88,168   132,252   -   - 
Ken Najaran(6)  25,191   37,787   -   - 
Leelah Koschitzky(6)  82,696   94,622   19,615**  + 
Michael Feintuch(6)  1,673,694   732,698   1,185,229**  1.86%
West Industries Investments LP(6)  435,289   366,209   191,150**  + 
Patrick Oberbillig(6)  132,142   42,935   103,519**  + 
Shalom Maidenbaum(6)  380,267   153,738   277,775**  + 

*Includes 5,473,585 shares of Common Stock subject to a contractual lock-up restricting their resale through May 25, 2020, of which 73,585 shares of Common Stock are subject to a contractual lock-up restricting their resale through September 28, 2020.
**Represents shares of Common Stock subject to a contractual lock-up restricting their resale through September 28, 2020.
+Less than one percent.

(1)This column does not include shares of Common Stock issuable upon exercise of the Warrants as such warrants are not exercisable within 60 days.
(2)This column includes shares of Common Stock issuable upon exercise of the Warrants.
(3)National Securities Corporation acted as the placement agent (the “Placement Agent”) in connection with the PIPE, and received warrants to purchase shares of Common Stock in connection with each closing of the PIPE. See “Recent Developments” for additional information.

(4)The selling stockholder is an affiliate of the Placement Agent, and received warrants to purchase shares of Common Stock in connection with each closing of the PIPE.

(5)The selling stockholder received shares of Common Stock and a Warrant in connection with the initial closing of the PIPE on the same terms as the investors in the PIPE. All indebtedness owed to the selling stockholder, was converted into Units, each consisting of one share of Common Stock and one-half of one Warrant to purchase one share of Common Stock, and the debt owed under the loan was extinguished. See “Recent Developments” for additional information.

(6)The selling stockholder received shares of Common Stock and a Warrant in connection with the initial closing of the PIPE pursuant to the terms of the loan agreement between such selling stockholder and the Company. Under the terms of such loan agreement, all indebtedness owed to the selling stockholder, was converted into Units, each consisting of one share of Common Stock and one-half of one Warrant to purchase one share of Common Stock, and the debt owed under the loan was extinguished. See “Recent Developments” for additional information.

 

NoneNevada Laws

Chapter 78 of the sellingNRS contains a provision governing “Acquisition of Controlling Interest.” This “control share act” (NRS 78.378 through 78.3793, inclusive) provides generally that any person, individually or in association with others, that acquires 20% or more of the outstanding voting shares of certain Nevada corporations may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders has,of the corporation elects to restore such voting rights in whole or withinin part. The control share act will apply to the past three years has had, any position, officeCompany if the Company were to have 200 or material relationshipmore stockholders of record (at least 100 of whom have addresses in Nevada appearing on the Company’s stock ledger) and if the Company does business in the State of Nevada directly or through an affiliated corporation, unless the Company’s Articles of Incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. The control share act provides that a person, individually or in association with us orothers, acquires a “controlling interest” when it acquires ownership of outstanding voting shares that, but for the operation of the control share act, would bring its voting power of the Company in the election of directors within any of our predecessors or affiliates, except as follows:the following three ranges:

 

Eric Brock serves as the Chairman and Chief Executive Officer of the Company. See “Recent Developments” for additional information.20% to 33%;

 

As noted above, Energy Capital, a greater33% to 50%; and

more than five percent50%.

Once an acquirer crosses one of the above thresholds, shares that it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. A corporation may elect to opt-out from the provisions of the control share act by providing in the articles of incorporation or bylaws that such provisions do not apply to the corporation. The Company’s Articles of Incorporation and bylaws do not exempt the Company’s Common Stock from the control share act. As of the date of this filing, the Company does not have 200 or more stockholders of record and, as a result, the control share act does not currently apply to the Company.

Exclusive Jurisdiction of Certain Actions

Unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County of the State of Nevada (the “Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company, any director or the Company’s officers or employees arising pursuant to any provision of the NRS, Chapters 78 or 92A of the NRS or our Amended and Restated Articles of Incorporation or our Bylaws, or (iv) any action asserting a claim against the Company, any director or the Company’s officers or employees governed by the internal affairs doctrine. However, each of these clauses (i) through (iv) will not apply to any claim (x) as to which the Court determines that there is an indispensable party not subject to the jurisdiction of the Court (and the indispensable party does not consent to the personal jurisdiction of the Court within ten (10) days following such determination), (y) for which the Court does not have subject matter jurisdiction, or (z) which is vested in the exclusive jurisdiction of a court or forum other than the Court, including pursuant to Section 27 of the Exchange Act, which provides for exclusive federal jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such the exclusive jurisdiction clauses set forth above would not apply to such suits.


Although we believe these provisions benefit us by providing increased consistency in the application of Nevada law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Transfer Agent and Registrar

Our transfer agent and registrar is Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, Florida. Its telephone number is (813) 344-4490.

Stock Exchange Listing

Our Common Stock is listed on The Nasdaq Stock Market (the “Nasdaq”) under the symbol “ONDS.”


DESCRIPTION OF DEBT SECURITIES

The complete terms of the debt securities will be contained in the indenture and supplemental indenture applicable to the debt securities unless we are not required under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, to issue the debt securities pursuant to an indenture. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the indenture and supplemental indenture. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

This section describes the general terms of the debt securities that we may offer using this prospectus. Further terms of the debt securities will be stated in the applicable prospectus supplement. The following description and any description of the debt securities in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of the applicable indenture and supplemental indenture (to the extent we are required to issue the debt securities pursuant to an indenture) and form of debt security.

General

We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible or exchangeable debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of our senior indebtedness. Any convertible debt securities that we may issue will be convertible into or exchangeable for common stock or other securities of Ondas. Conversion may be mandatory or at your option and would be at prescribed conversion rates.

If we are required pursuant to the provisions of the Trust Indenture Act, the debt securities will be issued under one or more indentures, which are contracts between us and an eligible banking institution or other eligible party, as trustee. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer, including debt securities that are issued under an indenture, in more detail in a prospectus supplement.

If required, we will issue the senior debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture. If required, we will issue the subordinated debt securities under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture.

The following summaries of the material provisions of the senior debt securities, the subordinated debt securities and the indentures (to the extent applicable to a particular issuance of our debt securities) are not complete and are qualified in their entirety by reference to all of the provisions of the indenture applicable to a particular series of debt securities. You should read the applicable prospectus supplement that we may authorize to be provided to you related to the series of debt securities being offered and, to the extent applicable, the complete indentures that contain the terms of the debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and we will file supplemental indentures and forms of debt securities containing the terms of the debt securities being offered under indentures as exhibits to the registration statement of which this prospectus is a part or such supplemental indentures will be incorporated by reference to reports that we file with the SEC. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

The indentures will be qualified under the Trust Indenture Act. We use the term “indenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable.

The indentures do not limit the amount of other debt that we may incur and do not contain financial or similar restrictive covenants. The indentures do not contain any provision to protect holders of debt securities against a sudden or dramatic decline in our ability to pay our debt.


The prospectus supplement will describe the debt securities offered and the price or prices at which we will offer the debt securities. The description will include:

the title of the Company, received shares of Common Stock and Warrants in connection with the initial closing of the PIPE in exchange for the extinguishment of all indebtedness owed to Energy Capital under the Loan.  See “Recent Developments” for additional information. debt securities;

 

As noted above,whether the Placement Agentdebt securities are senior debt securities or subordinated debt securities and, certain of its affiliates received Warrants in connection with each closing ofif subordinated debt securities, the PIPE. See “Recent Developments” for additional information.related subordination terms;

 

As noted above, certain noteholdersprincipal amount being offered, and, if a series, the total amount authorized and the total amount outstanding;

any limit on the aggregate principal amount of the Company receiveddebt securities or the series of which they are a part;

the date or dates on which we must pay the principal;

whether the debt securities will be issued with any original issue discount;

whether the debt securities are convertible into common stock or other securities or property and, if so, the terms and conditions upon which conversion will be effected, including the initial conversion price or conversion rate and any adjustments thereto and the conversion period;

the rate or rates at which the debt securities will bear interest, if any, the date or dates from which interest will accrue, and the dates on which we must pay interest;

whether and under what circumstances, if any, we will pay a premium or additional amounts on any debt securities;

the place or places where we must pay the principal and any premium or interest on the debt securities;

the terms and conditions on which we may redeem or retire any debt security, if at all;

any obligation to redeem or repurchase any debt securities, and the terms and conditions on which we must do so;

the denominations in which we may issue the debt securities if other than denominations of $1,000 and any integral multiple thereof;

the manner in which we will determine the amount of principal of or any premium or interest or additional amounts on the debt securities;

the principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity if other than 100%;

the amount that will be deemed to be the principal amount for any purpose, including the principal amount that will be due and payable upon any maturity or that will be deemed to be outstanding as of any date;

whether the debt securities will be secured or unsecured, and the terms of any secured debt;

whether the debt securities are defeasible;

if applicable, the terms of any right to convert debt securities into, or exchange debt securities for, shares of Common Stockcommon stock or other securities or property;

restrictions on transfer, sale or other assignment, if any;

our right, if any, to defer payment of interest and Warrantsthe maximum length of any such deferral period;

provisions for a sinking fund, purchase or other analogous fund, if any;

whether we will issue the debt securities under indentures;

whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities;

any addition to or change in the events of default applicable to the debt securities and any change in the right of the trustee or the holders to declare the principal amount of any of the debt securities due and payable;

any addition to or change in the covenants in the indentures, if any, including whether the indenture will restrict our ability or the ability of our subsidiaries to:

oincur additional indebtedness;

oissue additional securities;

ocreate liens;


opay dividends or make distributions in respect of our capital shares or the capital shares of our subsidiaries;

oredeem capital shares;

oplace restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;

omake investments or other restricted payments;

osell or otherwise dispose of assets;

oenter into sale-leaseback transactions;

oengage in transactions with stockholders or affiliates;

oissue or sell shares of our subsidiaries; or

oeffect a consolidation or merger;

whether the indenture, if any, will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;

a discussion of any material United States federal income tax considerations applicable to the debt securities;

information describing any book-entry features;

procedures for any auction or remarketing, if any; and

any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the initial closingmarketing of the PIPE in exchange for the extinguishment of all indebtedness owed to such noteholder. See “Recent Developments” for additional information.debt securities.

PLAN OF DISTRIBUTION

Selling Stockholders

 

We are registeringmay sell the sharesdebt securities at a substantial discount below their stated principal amount. We will describe United States federal income tax considerations, if any, applicable to debt securities sold at an original issue discount in the prospectus supplement. An “original issue discount security” is any debt security that provides for an amount less than the principal amount to be due and payable upon the declaration of Common Stock to permit the resale of these shares of Common Stock by the holdersacceleration of the Common Stock from time to time aftermaturity under the date of this prospectus. We will not receive anyterms of the proceeds fromapplicable indenture. The prospectus supplement relating to any original issue discount securities will describe the sale by the selling stockholdersparticular provisions relating to acceleration of the sharesmaturity upon the occurrence of Common Stock butan event of default. In addition, we will receive proceeds fromdescribe United States federal income tax or other considerations applicable to any debt securities that are denominated in a currency or unit other than United States dollars in the exercise of the Warrants if the Warrants are exercised, which proceeds will be used for working capitalprospectus supplement.

Conversion and other general corporate purposes. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.Exchange Rights

 

The selling stockholders,applicable prospectus supplement will describe, if applicable, the terms on which as used herein includes donees, pledgees, transfereesyou may convert debt securities into or exchange them for Common Stock or other successors-in-interest sellingsecurities or property. The conversion or exchange may be mandatory or may be at your option. The prospectus supplement will describe how the number of shares of Common Stock or interestsother securities or property to be received upon conversion or exchange would be calculated.

Subordination of Subordinated Debt Securities

Unless the prospectus supplement indicates otherwise, the following provisions will apply to the subordinated debt securities. The indebtedness underlying the subordinated debt securities will be payable only if all payments due under our senior indebtedness, including any outstanding senior debt securities, have been made. If we distribute our assets to creditors upon any dissolution, winding-up, liquidation or reorganization or in sharesbankruptcy, insolvency, receivership or similar proceedings, we must first pay all amounts due or to become due on all senior indebtedness before we pay the principal of, Common Stock received afteror any premium or interest on, the datesubordinated debt securities. In the event the subordinated debt securities are accelerated because of an event of default, we may not make any payment on the subordinated debt securities until we have paid all senior indebtedness or the acceleration is rescinded. If the payment of subordinated debt securities accelerates because of an event of default, we must promptly notify holders of senior indebtedness of the acceleration.

Unless otherwise indicated in a prospectus supplement, we may not make any payment on the subordinated debt securities if a default in the payment of the principal of, premium, if any, interest or other obligations, including a default under any repurchase or redemption obligation, in respect of senior indebtedness occurs and continues beyond any applicable grace period. We may not make any payment on the subordinated debt securities if any other default occurs and continues with respect to senior indebtedness that permits holders of the senior indebtedness to accelerate its maturity and the trustee receives a notice of such default from us, a holder of such senior indebtedness or other person permitted to give such notice. We may not resume payments on the subordinated debt securities until the defaults are cured or certain periods pass.

If we experience a bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of subordinated debt securities may receive less, ratably, than our other creditors.


The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit the amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us from issuing any other debt, including secured debt or unsecured debt.

Form, Exchange and Transfer

If issued, the debt securities will be issued only in fully registered form, without coupons, and, unless otherwise specified in the prospectus supplement, only in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a selling stockholderseries in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in a gift, pledge, partnership distributionprospectus supplement with respect to that series. We currently anticipate that the debt securities of each series offered and sold pursuant to this prospectus will be issued as global debt securities as described under “Global Securities” and will trade in book-entry form only.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may fromat any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to time,maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

issue, register the transfer or exchange of any debt securities of any series being redeemed in part during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

Consolidation, Merger and Sale of Assets

Unless otherwise specified in the prospectus supplement, we may not consolidate with or merge into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our properties and assets to, any person, and shall not permit any other person to consolidate with or merge into us, unless:

either: (i) we are the surviving corporation or (ii) the person formed by or surviving any consolidation, amalgamation or merger or resulting from such conversion (if other than Ondas) or to which such sale, assignment, transfer, conveyance or other disposition has been made, is a corporation, limited liability company or limited partnership organized and validly existing under the laws of the United States, any state of the United States or the District of Columbia and assumes our obligations under the debt securities and under the indentures pursuant to agreements reasonably satisfactory to the indenture trustee;


immediately before and after giving pro forma effect to such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, has occurred and is continuing; and

several other conditions, including any additional conditions with respect to any particular debt securities specified in the applicable prospectus supplement, are met.

The terms of any securities that we may offer pursuant to this prospectus may limit our ability to merge or consolidate or otherwise sell, convey, transfer or otherwise dispose of anyall or substantially all of their sharesour assets, which terms would be set forth in the applicable prospectus supplement and supplemental indenture.

Events of Common StockDefault

Unless otherwise specified in the applicable prospectus supplement, it is anticipated that each of the following will constitute an event of default under the applicable indenture with respect to debt securities of any series:

failure to pay principal of or any premium on any debt security of that series when due, whether or not, in the case of subordinated debt securities, such payment is prohibited by the subordination provisions of the subordinated indenture;

failure to pay any interest on any debt securities of that series when due, continued for 30 days, whether or not, in the case of subordinated debt securities, such payment is prohibited by the subordination provisions of the subordinated indenture;

failure to deposit any sinking fund payment, when due, in respect of any debt security of that series, whether or not, in the case of subordinated debt securities, such deposit is prohibited by the subordination provisions of the subordinated indenture;

failure to perform or comply with the provisions described under “—Consolidation, Merger and Sale of Assets”;

failure to perform any of our other covenants in such indenture (other than a covenant included in such indenture solely for the benefit of a series other than that series), continued for 60 days after written notice has been given to us by the applicable indenture trustee, or the holders of at least 25% in principal amount of the outstanding debt securities of that series, as provided in such indenture; and

certain events of bankruptcy, insolvency or reorganization affecting us or any significant subsidiary.

If an event of default (other than an event of default with respect to Ondas described in the last item listed above) with respect to the debt securities of any series at the time outstanding occurs and is continuing, either the applicable trustee or intereststhe holders of at least 25% in sharesprincipal amount of Common Stock onthe outstanding debt securities of that series by notice as provided in the applicable indenture may declare the principal amount of the debt securities of that series (or, in the case of any stock exchange, market or trading facility on whichdebt security that is an original issue discount debt security, such portion of the shares are traded or in private transactions. These dispositionsprincipal amount of such debt security as may be specified in the terms of such debt security) to be due and payable immediately, together with any accrued and unpaid interest thereon. If an event of default with respect to Ondas described in the last item listed above with respect to the debt securities of any series at fixed prices,the time outstanding occurs, the principal amount of all the debt securities of that series (or, in the case of any such original issue discount security, such specified amount) will automatically, and without any action by the applicable trustee or any holder, become immediately due and payable, together with any accrued and unpaid interest thereon. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the applicable Indenture. For information as to waiver of defaults, see “—Modification and Waiver” below.

Subject to the provisions in the indentures relating to the duties of the trustees in case an event of default has occurred and is continuing, each trustee will be under no obligation to exercise any of its rights or powers under the applicable indenture at prevailing market pricesthe request or direction of any of the holders, unless such holders have offered to such trustee reasonable security or indemnity. Subject to such provisions for the indemnification of the trustees, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.


No holder of a debt security of any series will have any right to institute any proceeding with respect to the applicable indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:

such holder has previously given to the trustee under the applicable indenture written notice of a continuing event of default with respect to the debt securities of that series;

the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and such holder or holders have offered reasonable indemnity, to the trustee to institute such proceeding as trustee; and

the trustee has failed to institute such proceeding, and has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer.

However, such limitations do not apply to a suit instituted by a holder of a debt security for the enforcement of payment of the principal of or any premium or interest on such debt security on or after the applicable due date specified in such debt security.

We will be required to furnish to each trustee annually, within 150 days after the end of each fiscal year, a certificate by certain of our officers as to whether or not we, to their knowledge, are in default in the performance or observance of any of the terms, provisions and conditions of the applicable indenture and, if so, specifying all such known defaults.

Modification and Waiver

Unless otherwise specified in the prospectus supplement, modifications and amendments of an indenture may be made by us and the applicable trustee with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected by such modification or amendment. However, no such modification or amendment may, without the consent of the holder of each outstanding debt security affected thereby:

change the stated maturity of the principal of, or time for payment of any installment of principal of or interest on, any debt security;

reduce the principal amount of, or any premium or the rate of interest on, any debt security;

reduce the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity thereof;

change the place or the coin or currency of payment of principal of, or any premium or interest on, any debt security;

impair the right to institute suit for the enforcement of any payment due on any debt security;

modify the subordination provisions in the case of subordinated debt securities;

reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the indenture;

reduce the percentage in principal amount of outstanding debt securities of any series necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or

modify such provisions with respect to modification, amendment or waiver, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debt security affected thereby.

The holders of a majority in principal amount of the outstanding debt securities of any series may waive compliance by us with certain restrictive provisions of the applicable indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the applicable indenture, except a default in the payment of principal, premium or interest and certain covenants and provisions of the indenture which cannot be amended without the consent of the holder of each outstanding debt security of such series.


Each of the indentures provides that in determining whether the holders of the requisite principal amount of the outstanding debt securities have given or taken any direction, notice, consent, waiver or other action under such indenture as of any date:

the principal amount of an original issue discount security that will be deemed to be outstanding will be the amount of the principal that would be due and payable as of such date upon acceleration of maturity to such date;

the principal amount of a debt security denominated in one or more foreign currencies or currency units that will be deemed to be outstanding will be the United States-dollar equivalent, determined as of such date in the manner prescribed for such debt security, of the principal amount of such debt security (or, in the case of an original issue discount security the United States dollar equivalent on the date of original issuance of such security of the amount determined as provided immediately above); and

certain debt securities, including those owned by us or any of our other affiliates, will not be deemed to be outstanding.

Except in certain limited circumstances, we will be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the applicable indenture, in the manner and subject to the limitations provided in the indenture. In certain limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders of a particular series, only persons who are holders of outstanding debt securities of that series on the record date may take such action.

Optional Redemption

If specified in the applicable prospectus supplement, we may elect to redeem all or part of the outstanding debt securities of a series from time to time before the maturity date of the debt securities of that series. Upon such election, we will notify the indenture trustee of the redemption date and the principal amount of debt securities of the series to be redeemed. If less than all the debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and conditions of those debt securities.

Notice of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption. This notice will include the following information, as applicable: the redemption date; the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular debt securities to be redeemed; that on the redemption date the redemption price will become due and payable upon each security to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such is the case.

Prior to any redemption date, we will deposit or cause to be deposited with the indenture trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the applicable indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the redemption date shall be an interest payment date or the debt securities of such series provide otherwise) accrued interest on, all of the debt securities or the part thereof to be redeemed on that date. On the redemption date, the redemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. 

Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will execute, and the indenture trustee will authenticate and deliver to a holder without service charge, new debt securities of the same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the unredeemed portion of the debt securities that holder surrenders.


Satisfaction and Discharge

Each indenture will be discharged and will cease to be of further effect as to all outstanding debt securities of any series issued thereunder, when:

either:

oall outstanding debt securities of that series that have been authenticated (except lost, stolen or destroyed debt securities that have been replaced or paid and debt securities for whose payment money has theretofore been deposited in trust and thereafter repaid to us or discharged from such trust) have been delivered to the trustee for cancellation; or

oall outstanding debt securities of that series that have not been delivered to the trustee for cancellation have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee;

and in either case we have irrevocably deposited with the trustee as trust funds for such purpose money in an amount sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness of such debt securities not delivered to the trustee for cancellation, for principal, premium, if any, and accrued interest to the date of such deposit (in the case of debt securities that have become due and payable) or to the stated maturity or redemption date;

we have paid or caused to be paid all other sums payable by us under the indenture with respect to the debt securities of that series; and

we have delivered an officer’s certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge of the indenture with respect to the debt securities of that series have been complied with.

Legal Defeasance and Covenant Defeasance

If and to the extent indicated in the applicable prospectus supplement, we may elect, at our option at any time, to have provisions of the indentures relating to defeasance and discharge of indebtedness, which we call “legal defeasance,” relating to defeasance of certain restrictive covenants applied to the debt securities of any series, or to any specified part of a series, which we call “covenant defeasance.”

Legal Defeasance. The indentures provide that, upon our exercise of our option (if any) to have the provisions relating to legal defeasance applied to any debt securities, we will be discharged from all our obligations, and, if such debt securities are subordinated debt securities, the provisions of the subordinated indenture relating to subordination will cease to be effective, with respect to such debt securities (except for certain obligations to convert, exchange or register the transfer of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the holders of such debt securities of money or United States government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms of the applicable indenture and such debt securities. Such defeasance or discharge may occur only if, among other things:

we have delivered to the applicable trustee an opinion of counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that holders of such debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and legal defeasance were not to occur;

no event of default or event that with the passing of time or the giving of notice, or both, shall constitute an event of default shall have occurred and be continuing at the time of such deposit;

such deposit and legal defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument (other than the applicable indenture) to which we are a party or by which we are bound;

we must deliver to the trustee an officer’s certificate stating that the deposit was not made by us with the intent of preferring the holders of the debt securities over any of our other creditors or with the intent of defeating, hindering, delaying or defrauding any of our other creditors or others;


we must deliver to the trustee an officer’s certificate stating that all conditions precedent set forth in the items set forth immediately above and the item set forth immediately below, as applicable, have been complied with;

in the case of subordinated debt securities, at the time of such deposit, no default in the payment of all or a portion of principal of (or premium, if any) or interest on any of our senior debt shall have occurred and be continuing, no event of default shall have resulted in the acceleration of any of our senior debt and no other event of default with respect to any of our senior debt shall have occurred and be continuing permitting after notice or the lapse of time, or both, the acceleration thereof: and

we have delivered to the trustee an opinion of counsel to the effect that all conditions precedent set forth in the first, third or fourth item above have been complied with.

Covenant Defeasance. The indentures provide that, upon our exercise of our option (if any) to have the covenant defeasance provisions applied to any debt securities, we may omit to comply with certain restrictive covenants (but not to conversion, if applicable), including those that may be described in the applicable prospectus supplement, the occurrence of certain events of default, which are described above in the fifth item listed under “Events of Default” above and any that may be described in the applicable prospectus supplement, will not be deemed to either be or result in an event of default and, if such debt securities are subordinated debt securities, the provisions of the subordinated indenture relating to subordination will cease to be effective, in each case with respect to such debt securities. In order to exercise such option, we must deposit, in trust for the benefit of the holders of such debt securities, money or United States government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms of the applicable indenture and such debt securities. Such covenant defeasance may occur only if we have delivered to the applicable trustee an opinion of counsel that in effect says that holders of such debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance were not to occur, and the requirements set forth in the second, third, fourth, fifth, sixth and seventh items above are satisfied. If we exercise this option with respect to any debt securities and such debt securities were declared due and payable because of the occurrence of any event of default, the amount of money and United States government obligations so deposited in trust would be sufficient to pay amounts due on such debt securities at the time of sale,their respective stated maturities but may not be sufficient to pay amounts due on such debt securities upon any acceleration resulting from such event of default. In such case, we would remain liable for such payments.

Notices

We will mail notices to holders of debt securities at prices relatedthe addresses that appear in the security register.

Title

We may treat the person in whose name a debt security is registered as the absolute owner, whether or not such debt security may be overdue, for the purpose of making payment and for all other purposes.

Information Concerning the Indenture Trustee

The indenture trustee undertakes to perform only those duties as are specifically set forth in the applicable indenture. The indenture trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. The indenture trustee shall be under no obligation to exercise any of the rights or powers vested in it by an indenture at the request or direction of any of the applicable holders pursuant to such indenture unless such holders shall have offered to the prevailingindenture trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Payment and Paying Agents

Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a debt security on any interest payment date will be made to the person in whose name such debt security (or one or more predecessor securities) is registered at the close of business on the regular record date for such interest.


Unless otherwise indicated in the applicable prospectus supplement, principal of and any premium and interest on the debt securities of a particular series will be payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time, except that at our option payment of any interest on debt securities in certificated loan may be made by check mailed to the address of the person entitled thereto as such address appears in the security register. Unless otherwise indicated in the applicable prospectus supplement, the corporate trust office of the trustee under the senior indenture in The City of New York will be designated as sole paying agent for payments with respect to senior debt securities of each series, and the corporate trust office of the trustee under the subordinated indenture in The City of New York will be designated as the sole paying agent for payment with respect to subordinated debt securities of each series. Any other paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

All money paid by us to a paying agent for the payment of the principal of or any premium or interest on any debt security which remain unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of such debt security thereafter may look only to us for payment.

Governing Law

The indentures and the debt securities will be governed by and construed in accordance with the laws of the state of New York.


DESCRIPTION OF WARRANTS

The complete terms of the warrants will be contained in the applicable warrant agreement and warrant. These documents will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the warrant and warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

This section describes the general terms of the warrants to purchase Common Stock, Preferred Stock and/or debt securities that we may offer using this prospectus. Further terms of the warrants will be stated in the applicable prospectus supplement. The following description and any description of the rights in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of the warrant and warrant agreement.

General

We may issue warrants for the purchase of Common Stock, Preferred Stock and/or debt securities in one or more series. If we offer warrants, we will describe the terms in a prospectus supplement. Warrants may be offered independently, together with other securities offered by any prospectus supplement, or through a dividend or other distribution to stockholders and may be attached to or separate from other securities. Warrants may be issued under a written warrant agreement to be entered into between us and the holder or beneficial owner, or under a written warrant agreement with a warrant agent specified in a prospectus supplement. A warrant agent would act solely as our agent in connection with the warrants of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those warrants.

The following are some of the terms relating to a series of warrants that could be described in a prospectus supplement:

title of the warrants;

aggregate number of warrants;

price or prices at which the warrants will be issued;

designation, number, aggregate principal amount, denominations and terms of the securities that may be purchased on exercise of the warrants;

date, if any, on and after which the warrants and the debt securities offered with the warrants, if any, will be separately transferable;

purchase price for each security purchasable on exercise of the warrants;

the terms for changes to or adjustments in the exercise price, if any;

dates on which the right to purchase certain securities upon exercise of the warrants will begin and end;

minimum or maximum number of securities that may be purchased at any one time upon exercise of the warrants;

anti-dilution provisions or other adjustments to the exercise price of the warrants;

terms of any right that we may have to redeem the warrants;

effect of any merger, consolidation, sale or other transfer of our business on the warrants and the applicable warrant agreement;

name and address of the warrant agent, if any;

information with respect to book-entry procedures;

any material United States federal income tax considerations; and

other material terms, including terms relating to transferability, exchange, exercise or amendments of the warrants.

Until any warrants to purchase our securities are exercised, holders of the warrants will not have any rights of holders of the underlying securities.


DESCRIPTION OF UNITS

The complete terms of the units will be contained in the unit agreement and any document applicable to the securities comprising the units. These documents will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the unit agreement and any related documents. You also should read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

This section describes the general terms of the units that we may offer using this prospectus. Further terms of the units will be stated in the applicable prospectus supplement. The following description and any description of the units in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of any agreement relating to the units and the related documents applicable to the securities constituting the units.

We may issue units, in one or more series, consisting of any combination of one or more of the other securities described in this prospectus. If we offer units, we will describe the terms in a prospectus supplement. Units may be issued under a written unit agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement with a unit agent specified in a prospectus supplement. A unit agent would act solely as our agent in connection with the units of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those units.

Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.

The following are some of the unit terms that could be described in a prospectus supplement:

title of the units;

aggregate number of units;

price or prices at which the units will be issued;

designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

effect of any merger, consolidation, sale or other transfer of our business on the units and the applicable unit agreement;

name and address of the unit agent;

information with respect to book-entry procedures;

any material United States federal income tax considerations; and

other material terms, including terms relating to transferability, exchange, exercise or amendments of the units.

The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities,” and “Description of Warrants,” will apply to each unit and to any Common Stock, Preferred Stock, debt security or warrant included in each unit, respectively.

Unless otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the State of New York. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. We will file as an exhibit to a filing with the SEC that is incorporated by reference into this prospectus the forms of the unit agreements containing the terms of the units being offered. The description of units in any prospectus supplement will not necessarily describe all of the terms of the units in detail. You should read the applicable unit agreements for a complete description of all of the terms.


GLOBAL SECURITIES

Unless otherwise indicated in the applicable prospectus supplement, securities other than Common Stock will be issued in the form of one or more global certificates, or “global securities,” registered in the name of a depositary or its nominee. Unless otherwise indicated in the applicable prospectus supplement, the depositary will be DTC. We expect that DTC’s nominee will be Cede & Co. Accordingly, we expect Cede & Co. to be the initial registered holder of all securities that are issued in global form. No person that acquires a beneficial interest in those securities will be entitled to receive a certificate representing that person’s interest in the securities except as described herein or in the applicable prospectus supplement. Unless and until definitive securities are issued under the limited circumstances described below, all references to actions by holders of securities issued in global form will refer to actions taken by DTC upon instructions from its participants, and all references to payments and notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered holder of these securities.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that DTC participants deposit with DTC. DTC also facilitates the settlement among DTC participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in DTC participants’ accounts, thereby eliminating the need for physical movement of certificates. DTC participants include securities brokers and dealers, banks, trust companies and clearing corporations, and may include other organizations. DTC is a wholly-owned subsidiary of the Depository Trust & Clearing Company, or DTCC. DTCC, in turn, is owned by a number of DTC’s participants and subsidiaries of DTCC as well as by other financial companies, including the New York Stock Exchange, Inc. and the Financial Industry Regulatory Authority, Inc. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and DTC participants are on file with the SEC.

Persons that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, securities may do so only through participants and indirect participants. Under a book-entry format, holders may experience some delay in their receipt of payments, as such payments will be forwarded by our designated agent to Cede & Co., as nominee for DTC. DTC will forward such payments to its participants, who will then forward them to indirect participants or holders. Holders will not be recognized by the relevant registrar, transfer agent, trustee or warrant agent as registered holders of the securities entitled to the benefits of our Articles of Incorporation or the applicable indenture, warrant agreement, trust agreement or guarantee. Beneficial owners that are not participants will be permitted to exercise their rights only indirectly through and according to the procedures of participants and, if applicable, indirect participants.

Under the rules, regulations and procedures creating and affecting DTC and its operations as currently in effect, DTC will be required to make book-entry transfers of securities among participants and to receive and transmit payments to participants. DTC rules require participants and indirect participants with which beneficial securities owners have accounts to make book-entry transfers and receive and transmit payments on behalf of their respective account holders.

Because DTC can act only on behalf of participants, who in turn act only on behalf of participants or indirect participants, and certain banks, trust companies and other persons approved by it, the ability of a beneficial owner of securities issued in global form to pledge such securities to persons or entities that do not participate in the DTC system may be limited due to the unavailability of physical certificates for these securities.

We expect DTC to advise us that DTC will take any action permitted to be taken by a registered holder of any securities under our Articles of Incorporation or the relevant indenture, warrant agreement, trust agreement or guarantee only at the direction of one or more participants to whose accounts with DTC such securities are credited.


Unless otherwise indicated in the applicable prospectus supplement, a global security will be exchangeable for the relevant definitive securities registered in the names of persons other than DTC or its nominee only if:

DTC notifies us that it is unwilling or unable to continue as depositary for that global security or if DTC ceases to be a clearing agency registered under the Exchange Act when DTC is required to be so registered;

we execute and deliver to the relevant registrar, transfer agent, trustee and/or warrant agent an order complying with the requirements of the applicable indenture, trust agreement or warrant agreement that the global security will be exchangeable for definitive securities in registered form; or

there has occurred and is continuing a default in the payment of any amount due in respect of the securities or, in the case of debt securities, an event of default or an event that, with the giving of notice or lapse of time, or both, would constitute an event of default with respect to these debt securities.

Any global security that is exchangeable under the preceding sentence will be exchangeable for securities registered in such names as DTC directs.

Upon the occurrence of any event described in the preceding paragraph, DTC is generally required to notify all participants of the availability of definitive securities. Upon DTC surrendering the global security representing the securities and delivery of instructions for re-registration, the registrar, transfer agent, trustee or warrant agent, as the case may be, will reissue the securities as definitive securities, and then such persons will recognize the holders of such definitive securities as registered holders of securities entitled to the benefits of our articles or the relevant indenture trust agreement and/or warrant agreement.

Redemption notices will be sent to Cede & Co. as the registered holder of the global securities. If less than all of a series of securities are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then current procedures.

Except as described above, the global security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or to a successor depositary we appoint. Except as described above, DTC may not sell, assign, transfer or otherwise convey any beneficial interest in a global security evidencing all or part of any securities unless the beneficial interest is in an amount equal to an authorized denomination for these securities.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for the accuracy thereof. None of us, any indenture trustee, any depositary, any rights agent, any registrar and transfer agent or any warrant agent, or any agent of any of them, will have any responsibility or liability for any aspect of DTC’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

Secondary trading in notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in a global security, in some cases, may trade in the DTC’s same-day funds settlement system, in which secondary market trading activity in those beneficial interests would be required by DTC to settle in immediately available funds. There is no assurance as to the effect, if any, that settlement in immediately available funds would have on trading activity in such beneficial interests. Also, settlement for purchases of beneficial interests in a global security upon the original issuance of this security may be required to be made in immediately available funds.


PLAN OF DISTRIBUTION

We may sell the securities offered by this prospectus from time to time in one or more transactions, including without limitation:

through underwriters or dealers;

directly to purchasers;

in a rights offering;

in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker or into an existing trading market on an exchange or otherwise;

through agents;

in block trades;

through a combination of any of these methods; or

through any other method permitted by applicable law and described in a prospectus supplement.

In addition, we may issue the securities as a dividend or distribution to our existing stockholders or other security holders.

The prospectus supplement with respect to any offering of securities will include the following information:

the terms of the offering;

the names of any underwriters or agents;

the name or names of any managing underwriter or underwriters;

the purchase price or public offering price of the securities;

the net proceeds from the sale of the securities;

any delayed delivery arrangements;

any underwriting discounts, commissions and other items constituting underwriters’ compensation;

any discounts or concessions allowed or reallowed or paid to dealers;

any commissions paid to agents; and

any securities exchange on which the securities may be listed.

Sale through Underwriters or Dealers

If underwriters are used in the sale, the underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholderssale. Underwriters may use anyoffer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the applicable prospectus supplement, the obligations of the following methods when disposingunderwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all of shares or interests therein:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; and
a combination of any such methods of sale.

the offered securities if they purchase any of them. The selling stockholdersunderwriters may change from time to time pledgeany initial public offering price and any discounts or grant a security interest in someconcessions allowed or allreallowed or paid to dealers. 

We will describe the name or names of any underwriters, dealers or agents and the purchase price of the shares of Common Stock owned by them and, if they defaultsecurities in a prospectus supplement relating to the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.securities.

 

In connection with the sale of our Common Stockthe securities, underwriters may receive compensation from us or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short salesfrom purchasers of the Common Stocksecurities, for whom they may act as agents, in the courseform of hedgingdiscounts, concessions or commissions. Underwriters may sell the positions they assume. The selling stockholders may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or loanthrough dealers, and these dealers may receive compensation in the form of discounts, concessions or pledge the Common Stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholderscommissions from the sale of the Common Stock offered by them will be the purchase price of the Common Stock less discounts underwriters and/or commissions if any. Eachfrom the purchasers for whom they may act as agents, which is not expected to exceed that customary in the types of the selling stockholders reserves the right to accepttransactions involved. Underwriters, dealers and together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.


The selling stockholders and any underwriters, broker-dealers or agents that participate in the saledistribution of the Common Stock or interests thereinsecurities may be “underwriters” withindeemed to be underwriters, and any discounts or commissions they receive from us, and any profit on the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the sharessecurities they realize may be deemed to be underwriting discounts and commissions, under the Securities Act. Selling stockholders who are “underwriters” withinThe prospectus supplement will identify any underwriter or agent and will describe any compensation they receive from us.


Underwriters could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering, sales made directly on Nasdaq, the meaningexisting trading market for our shares of Section 2(11)Common Stock, or sales made to or through a market maker other than on an exchange. The name of any such underwriter or agent involved in the offer and sale of our securities, the amounts underwritten, and the nature of its obligations to take our securities will be described in the applicable prospectus supplement.

Unless otherwise specified in the prospectus supplement, each series of the Securities Actsecurities will be subjecta new issue with no established trading market, other than our shares of Common Stock, which are currently listed on Nasdaq. We currently intend to thelist any shares of Common Stock sold pursuant to this prospectus delivery requirementson Nasdaq. We may elect to list any series of Preferred Stock on an exchange, but are not obligated to do so. It is possible that one or more underwriters may make a market in a series of the Securities Act.securities, but underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Therefore, we can give no assurance about the liquidity of the trading market for any of the securities.

 

ToUnder agreements we may enter into, we may indemnify underwriters, dealers, and agents who participate in the extent required, the shares of our Common Stock to be sold, the namesdistribution of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act, or contribute with respect to payments that the underwriters, dealers or agents may be required to make.

In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the aggregate maximum discount, commission, agency fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross offering proceeds from any offering pursuant to this prospectus and stateany applicable prospectus supplement or pricing supplement, as the case may be.

To facilitate the offering of securities, laws, relatingcertain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

From time to time, we may engage in transactions with these underwriters, dealers, and agents in the ordinary course of business.

Direct Sales and Sales through Agents

We may sell the securities directly. In this case, no underwriters or agents would be involved. We also may sell the securities through agents designated by us from time to time. In the applicable prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the registrationagent. Unless we inform you otherwise in the applicable prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the sharesSecurities Act with respect to any sale of those securities. We will describe the terms of any sales of these securities in the applicable prospectus supplement.

Remarketing Arrangements

Securities also may be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement.


Delayed Delivery Contracts

If we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the applicable prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

We may have agreements with the underwriters, dealers, agents and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the underwriters, dealers, agents or remarketing firms may be required to make. Underwriters, dealers, agents and remarketing firms may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.


DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities being offered by this prospectus.prospectus will be passed upon by Akerman, LLP, Miami, Florida, and Snell & Wilmer L.L.P., Las Vegas, Nevada.


EXPERTS

The consolidated financial statements of Ondas Holdings Inc. as of December 31, 2022 and December 31, 2021 and for the years then ended incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated in reliance on the report of Rosenberg Rich Baker Berman, P.A., independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Airobotics Ltd. as of December 31, 2021 and December 31, 2020 and for the years ended included in this prospectus and elsewhere in the registration statement have been so included in reliance on the report of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent accountants, upon the authority of said firm as experts in accounting and auditing.


WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have agreedfiled with the selling stockholdersSEC a registration statement on Form S-3 under the Securities Act, and the rules and regulations promulgated under the Securities Act, with respect to keepthe securities offered under this prospectus. This prospectus, which constitutes a part of the registration statement, of which this prospectus constitutes a part effective until the earlier of (1) such time asdoes not contain all of the shares covered by this prospectus have been disposed of pursuant to andinformation contained in accordance with the registration statement or (2)and the date on whichexhibits and schedules to the shares may be sold without restriction pursuant to Rule 144registration statement. Many of the Securities Act.contracts and documents described in this prospectus are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits.

For further information with respect to us and the securities offered under this prospectus, reference is made to the registration statement and its exhibits and schedules. We file reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC.

The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding issuers, including Ondas, that file electronically with the SEC. The SEC’s Internet website address is http://www.sec.gov. Our Internet website address is http://www.ondas.com.


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus. This prospectus incorporates by reference the documents and reports listed below other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8–K:

 

The Annual Report onForm 10–K for the fiscal year ended December 31, 2018,2022, filed on March 19, 2019;14, 2023;

 

Our Quarterly Report onForm 10-Q for the quarter ended March 31, 2019,2023, filed with the SEC on May 10, 2019;15, 2023;

 

Our Quarterly Report onForm 10-Q for the quarter ended June 30, 2019,2023, filed with the SEC on August 14, 2019;2023;

 

Our Quarterly Report onForm 10-Q for the quarter ended September 30, 2019,2023, filed with the SEC on November 14, 2019;2023;

 

The Current Reports on Form 8–K filed with the SEC onSeptember 23, 2022, January 3, 201911, 2023,January 7, 201913, 2023,January 30, 201923, 2023,January 25, 2023, February 13, 20197, 2023,February 15, 2023, March 5, 20197, 2023,March 19, 2019,March 20, 2019,April 3, 2019,April 4, 2019,April 16, 2019,April 30, 2019,May 1, 2019,May 14, 2019,May 30, 2019,June 17, 20199, 2023,June 18, 2019,June 27, 2019,July 15, 201910, 2023,July 11, 2023, July 24, 2023, July 28, 2023, August 13, 201916, 2023,August 30, 2019September 6, 2023,September 22, 2023, September 29, 2023, October 1, 20196, 2023,November 1, 2019October 10, 2023, October 11, 2023, October 31, 2023, December 6, 2023, January 24, 2024, andDecember 4, 2019 February 8, 2024; and

 

The description of the Company’s common stockCommon Stock contained in the Company’s Registration Statement onForm 8-A, filed with the SEC on November 27, 2018.December 3, 2020, as updated by the description of the capital stock contained in Exhibit 4.5 to the Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 8, 2021, and its Certificate of Amendment to its Amended and Restated Articles of Incorporation filed with its current report on Form 8-K filed on October 31, 2023.

 

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing of such documents. In addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

We will provide, without charge, to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon oral or written request of such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus but not delivered with the prospectus, including any exhibits to such documents that are specifically incorporated by reference in those documents.

 

Please make your request by writing or telephoning us at the following address or telephone number:

 

Ondas Holdings Inc.
53 Brigham Street, Unit 4,

165 Gibraltar CourtMarlborough, MA 01752

Sunnyvale, CA 94089Attention: Eric Brock

Telephone: (888) 350-9994


WHERE YOU CAN FIND MORE INFORMATION $175,000,000

 

We are currently subject to the information requirements of the Exchange Act and in accordance therewith file periodic reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings will also be available to you on the SEC’s website at http://www.sec.gov. We have filed with the SEC a registration statement on Form S–3 under the Securities Act for the shares of Common Stock being offered by the selling stockholders. This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits that were filed with the registration statement. Anyone may obtain the registration statement and its exhibits and schedules from the SEC as described above.


LEGAL MATTERS

Preferred Stock

Debt Securities

Warrants

Units

PROSPECTUS

 

The validitydate of the shares of Common Stock offered through this prospectus has been passed on by Snell & Wilmer L.L.P., Las Vegas, Nevada.


EXPERTSis __________, 2024

 

Rosenberg Rich Baker Berman, P.A., independent registered accounting firm, has audited our financial statements at December 31, 2018 and 2017, and for the years then ended, as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Rosenberg Rich Baker Berman P.A.’s report, given on their authority as experts in accounting and auditing.


PART II

 

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ItemITEM 14. Other Expenses of Issuance and Distribution.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

SEC registration fee $11,233.94 
Legal fees and expenses $25,000.00 
Accounting fees and expenses $10,000.00 
Miscellaneous expenses $1,000.00 
Total $47,233.94 

The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities registered hereby (other than underwriting discounts and commissions). All amounts are estimates, other than the SEC’s registration fee.estimated.

 

SEC Registration $3,690
Accounting Fees and Expenses $*
Legal Fees and Expenses $*
Trustee fees and Expenses $*
Miscellaneous Expenses $*
Total $*

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling stockholders. The selling stockholders, however, will pay all underwriting discounts and selling commissions, if any.

*These fees are calculated based on the number of issuances and the amount of securities offered and accordingly cannot be estimated at this time.

 

ItemITEM 15. Indemnification of Directors and Officers.INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Nevada Revised StatutesThe NRS provide that:

 

a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he or she is not liable for a breach of any fiduciary duty pursuant to NRS 78.138, he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful;

 

a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she is not liable for a breach of any fiduciary duty pursuant to NRS 78.138, he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

 

to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

 

Nevada Revised Statutes

II-1

The NRS provide that we may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

 

by the stockholders;

II-1

 

by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

 

if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

 

if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

 

by court order.

 

Nevada Revised StatutesThe NRS provide that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

 

We also maintain a general liability insurance policy, which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

We have been advised that in the opinion of the SEC, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and other persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than payment of expenses incurred or paid by a director or officer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or other person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Exclusive Jurisdiction of Certain Actions

 

Unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County of the State of Nevada (the “Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company, any director or the Company’s officers or employees arising pursuant to any provision of the NRS, Chapters 78 or 92A of the NRS or our Amended and Restated Articles of Incorporation or our Bylaws, or (iv) any action asserting a claim against the Company, any director or the Company’s officers or employees governed by the internal affairs doctrine. However, each of these clauses (i) through (iv) will not apply to any claim (x) as to which the Court determines that there is an indispensable party not subject to the jurisdiction of the Court (and the indispensable party does not consent to the personal jurisdiction of the Court within ten (10) days following such determination), (y) for which the Court does not have subject matter jurisdiction, or (z) which is vested in the exclusive jurisdiction of a court or forum other than the Court, including pursuant to Section 27 of the Exchange Act, which provides for exclusive federal jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such the exclusive jurisdiction clauses set forth above would not apply to such suits

 

Although we believe these provisions benefit us by providing increased consistency in the application of Nevada law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

  

We have been advised that in the opinion of the SEC, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and other persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than payment of expenses incurred or paid by a director or officer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or other person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-2

 

In any underwriting agreement we enter into in connection with the sale of Common Stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, against certain liabilities.

 

ItemITEM 16. Exhibits.

EXHIBITS

Exhibit Number

 Exhibit Description
1.1Form of Underwriting Agreement for Common Stock*
1.2Form of Underwriting Agreement for Preferred Stock*
1.3Form of Underwriting Agreement for Units*
1.4Form for Underwriting Agreement for Senior and Subordinated Debt Securities*
3.1 Amended and Restated Articles of Incorporation of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2018).
3.2 Amended and Restated Bylaws of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit No. 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2018).
3.3Certificate of Designation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
3.4Certificate of Change (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2020).
3.5Certificate of Amendment, filed on October 31, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 4, 2018)31, 2023).
4.1 Form of Investor Warrant (IncorporatedCommon Stock Certificate (incorporated herein by reference to Exhibit No. 4.1 into the Company’s Current ReportRegistration Statement on Form 8-K,S-3 filed on October 1, 2019).January 29, 2021)
4.2 Form of Placement Agent Warrant (IncorporatedSenior Debt Indenture (incorporated by reference to Exhibit 4.2 into the Company’s Current ReportCompany's Registration Statement on Form 8-K,S-3 filed on October 1, 2019)January 29, 2021).
4.3 Form of Registration Rights Agreement, dated September 27, 2019 (IncorporatedSubordinated Debt Indenture (incorporated by reference to Exhibit 10.2 in4.3 to the Company’s Current ReportCompany's Registration Statement on Form 8-K,S-3 filed on October 1, 2019)January 29, 2021).
4.4Form of Senior Debt Security*
4.5Form of Subordinated Debt Security*
4.6Form of Certificate of Designations Creating New Series of Preferred Stock*
4.7Form of Specimen Preferred Stock Certificate*
4.8Form of Common Stock Warrant Agreement and Warrant Certificate*
4.9Form of Preferred Stock Warrant Agreement and Warrant Certificate*
4.10Form of Debt Securities Warrant Agreement and Warrant Certificate*
4.11Form of Unit Agreement*
5.1Opinion of Akerman LLP.**
5.2 Opinion of Snell & Wilmer L.L.P.**
10.112.1 FormStatement of Securities Purchase Agreement, dated September 27, 2019 (Incorporated by referenceComputation of Ratios of Earnings to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed on October 1, 2019)Fixed Charges and Preferred Stock Dividends*
23.1Consent of Akerman LLP (included in Exhibit 5.1).**
23.2Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2)**
23.3 Consent of Rosenberg Rich Baker Berman, P.A.**
23.223.4 Consent of SnellKost Forer Gabbay & Wilmer L.L.P. (included with Exhibit 5.1)Kasierer, a member of Ernst & Young Global**
24.1 Power of Attorney (included with signature page on this Form S-3)**
25.1Statement of Eligibility of Trustee under the Senior Debt Indenture#
25.2Statement of Eligibility of Trustee under the Subordinated Debt Indenture#
107Filing Fee Table**

 

*Filed herewithIf applicable, to be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

**Previously filed.

#To be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

Item

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ITEM 17. Undertakings.UNDERTAKINGS

 

The undersigned registrant hereby undertakes:

 

(a)(1)To file, during any period in which offers or sales are being made, a post–effective amendment to this registration statement:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii)

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement;

Provided, however, that:

paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3(or the most recent post-effective amendment thereof) which, individually or Form F-3in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) shall not apply if the information required to be included in a post–effectivepost-effective amendment by those paragraphs is contained in reports filed with or furnished to the CommissionSEC by the registrantRegistrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post–effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post–effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(b)That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(8) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(9) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sunnyvale, California,Marlborough, Massachusetts, on this 59th day of December, 2019.February, 2024.

 

ONDAS HOLDINGS INC.
  
 By:

/s/ Eric A. Brock

  Eric A. Brock
  Chairman and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric A. Brock and Stewart Kantor and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature Title Date
     
/s/ Eric A. Brock Chairman, Chief Executive Officer, and DirectorPresident December 5, 2019February 9, 2024
Eric A. Brock (Principal Executive Officer)  
     
/s/ Stewart KantorYishay Curelaru President, Chief Financial Officer Treasurer, Secretary and Director December 5, 2019February 9, 2024
Stewart KantorYishay Curelaru (Principal Financial Officer and Principal Accounting Officer)  
     
/s/ Richard H. Silverman* Director December 5, 2019
Richard H. Silverman
/s/ Richard M. CohenDirectorDecember 5, 2019February 9, 2024
Richard M. Cohen    
     
/s/ Derek R. Reisfield* Director December 5, 2019February 9, 2024
Derek R. ReisfieldRandall P. Seidl
*DirectorFebruary 9, 2024
Jaspreet Sood    

 

* By:/s/ Eric A. Brock
Eric A. Brock
Attorney-in-Fact

 

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