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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Ondas Holdings Inc. (Name of Issuer) |
Common Stock par value $0.0001 (Title of Class of Securities) |
68236H204 (CUSIP Number) |
Joseph V. Popolo Commonwealth Hall at Old Parkland, 3899 Maple Avenue, Suite 100 Dallas, TX, 75219 2143951213 Richard Silfen 30 South 17th Street, Philadelphia, PA, 19103 2159791225 Duane Morris LLP 30 South 17th Street, Philadelphia, PA, 19103 2159791225 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 68236H204 |
| 1 |
Name of reporting person
Charles & Potomac Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,215,286.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.59 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The share amounts set forth in Rows 8, 10 and 11 include (i) 3,183,244 shares of common stock of Ondas Holdings Inc. held directly by Charles & Potomac Capital, LLC, (ii) 2,864,542 shares of common stock of Ondas Holdings Inc. issuable upon the exercise of a warrant that is exercisable at an exercise price of $0.89, on a one-to-one basis until July 21, 2028 (the "Warrant") and held directly by Stage 1 Growth Fund, LLC Series WAVE (the "SPV"), and (iii) 167,500 shares of common stock of Ondas Holdings Inc. issuable upon exercise of a warrant that is exercisable at an exercise price of $1.26, on a one-to-one basis until February 26, 2029 (the "February 2024 Warrant") and held directly by Charles & Potomac Capital, LLC.
The percentage set forth in Row 13 is calculated using 91,325,029 shares of common stock of Ondas Holdings Inc. outstanding as of December 31, 2024, as reported on the Prospectus Supplement to the Prospectus dated February 15, 2024 filed pursuant to Rule 424(b)(5) filed by Ondas Holdings Inc. with the SEC on December 31, 2024, and added to that number, pursuant to Rule 13d-3 of the Act, 3,032,042 shares of common stock of Ondas Holdings Inc. issuable upon the exercise of the Warrant and the February 2024 Warrant.
The Reporting Person is a limited liability company.
SCHEDULE 13D
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| CUSIP No. | 68236H204 |
| 1 |
Name of reporting person
Joseph V. Popolo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,599,531.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The share amounts set forth above in Rows 7 and 9 include 1,384,245 shares of common stock of Ondas Holdings Inc. held directly by Joseph V. Popolo.
The share amount set forth in Rows 8, 10 and 11 include (i) 3,183,244 shares of common stock of Ondas Holdings Inc. held directly by Charles & Potomac Capital, LLC, (ii) 2,864,542 shares of common stock of Ondas Holdings Inc. issuable upon the exercise of the Warrant, and (iii) 167,500 shares of common stock of Ondas Holdings Inc. issuable upon the exercise of the February 2024 Warrant.
The percentage set forth in Row 13 is calculated using 91,325,029 shares of common stock of Ondas Holdings Inc. outstanding as of December 31, 2024, as reported on the Prospectus Supplement to the Prospectus dated February 15, 2024 filed pursuant to Rule 424(b)(5) filed by Ondas Holdings Inc. with the SEC on December 31, 2024, and added to that number, pursuant to Rule 13d-3 of the Act, 3,032,042 shares of common stock of Ondas Holdings Inc. issuable upon the exercise of the Warrant and the February 2024 Warrant.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock par value $0.0001 | |
| (b) | Name of Issuer:
Ondas Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1 MARINA PARK DRIVE, UNIT 1410, BOSTON,
MASSACHUSETTS
, 02210. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 4 (this "Amendment") to the Schedule 13D originally filed by the Reporting Persons on August 29, 2023, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on November 24, 2023, Amendment No. 2 to Schedule 13D filed by the Reporting Persons on February 28, 2024 and Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed by the Reporting Persons on June 4, 2024 (as so amended, the "Original Schedule 13D" and as amended by this Amendment, the "Schedule 13D") relates to the shares of common stock, par value $0.0001 per share (the "Shares"), of Ondas Holdings Inc., a Nevada corporation (the "Issuer"). Defined terms used in this Amendment and not otherwise defined herein have the meanings prescribed to such terms in the Original Schedule 13D. Any reference in the Original Schedule 13D to any item in the Original Schedule 13D shall be deemed to refer to such item as amended by this Amendment. | ||
| Item 2. | Identity and Background | |
| (a) | This item remains unchanged from the Original Schedule 13D. | |
| (b) | This item remains unchanged from the Original Schedule 13D. | |
| (c) | This item remains unchanged from the Original Schedule 13D. | |
| (d) | This item remains unchanged from the Original Schedule 13D. | |
| (e) | This item remains unchanged from the Original Schedule 13D. | |
| (f) | This item remains unchanged from the Original Schedule 13D. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Not applicable. | ||
| Item 4. | Purpose of Transaction | |
Not applicable. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Amendment (including footnotes thereto) is incorporated herein by reference. The Related Party, as the Managing Member of C&P, is deemed to share voting and dispositive power over, and therefore is deemed to beneficially own, 6,215,286 Shares that are beneficially owned by C&P, which represent 6.59% of the Shares outstanding. The Reporting Persons' and the Related Party's beneficial ownership percentage is calculated using 91,325,029 Shares outstanding as of December 31, 2024, as reported on the Prospectus Supplement to the Prospectus dated February 15, 2024 filed pursuant to Rule 424(b)(5) filed by Ondas Holdings Inc. with the SEC on December 31, 2024, and added to that number, pursuant to Rule 13d-3 of the Act, 3,032,042 shares of common stock of Ondas Holdings Inc. issuable upon the exercise of the Warrant and the February 2024 Warrant. | |
| (b) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Amendment (including footnotes thereto) is incorporated herein by reference. The Related Party, as the Managing Member of C&P, is deemed to share voting and dispositive power over, and therefore is deemed to beneficially own, 6,215,286 Shares that are beneficially owned by C&P, which represent 6.59% of the Shares outstanding. The Reporting Persons' and the Related Party's beneficial ownership percentage is calculated using 91,325,029 Shares outstanding as of December 31, 2024, as reported on the Prospectus Supplement to the Prospectus dated February 15, 2024 filed pursuant to Rule 424(b)(5) filed by Ondas Holdings Inc. with the SEC on December 31, 2024, and added to that number, pursuant to Rule 13d-3 of the Act, 3,032,042 shares of common stock of Ondas Holdings Inc. issuable upon the exercise of the Warrant and the February 2024 Warrant. | |
| (c) | Item 5(c) of the Original Schedule 13D is hereby amended and supplemented to add the information set forth in Item 6 of this Amendment, which is incorporated herein by reference. | |
| (d) | This item remains unchanged from the Original Schedule 13D. | |
| (e) | This item remains unchanged from the Original Schedule 13D. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented to add the following:
Pursuant to an Assignment dated December 31, 2024 by the SPV with respect to the Warrant (the "Warrant Assignment"), the SPV assigned a warrant to acquire 1,000,000 Shares at an exercise price of $0.89 (the "Assigned Warrant") to The Popolo Family Fund at the Catholic Foundation of Dallas. The assignment was a charitable gift for no consideration. As the result thereof, (i) the Reporting Persons, as indirect holders of the remaining 2,864,542 Shares issuable upon the exercise of the Warrant, are deemed to beneficially own such 2,864,542 Shares, and (ii) the Reporting Persons cease to be the beneficial owners of the other Shares issuable upon the exercise of the Assigned Warrant.
The Warrant Assignment is filed as Exhibit 13 to the Schedule 13D and incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
1 Joint Filing Agreement (filed herewith).
2 Form of Warrant (incorporated by herein by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed by the Issuer with the SEC on August 16, 2023).
3 Preferred Stock Purchase Agreement, dated July 9, 2023, between Ondas Networks and the SPV (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed by the Issuer with the SEC on July 10, 2023).
4 Amendment to Preferred Stock Purchase Agreement, dated July 21, 2023, between Ondas Networks and the SPV (incorporated herein by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K, filed by the Issuer with the SEC on July 24, 2023).
5 Registration Rights Agreement, dated July 21, 2023, between the Issuer and the SPV (incorporated herein by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K, filed by the Issuer with the SEC on July 24, 2023).
6 Registration Rights Agreement, dated August 11, 2023, between the Issuer and the SPV (incorporated herein by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K, filed by the Issuer with the SEC on August 16, 2023).
7 Form of Securities Purchase Agreement, dated February 26, 2024, between the Issuer, C&P and other purchasers and, solely with respect to Section 4.9 thereof, OAH (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed by the Issuer with the SEC on February 26, 2024).
8 Form of Preferred Stock Purchase Agreement, dated February 26, 2024, between Ondas Networks, C&P and other purchasers (incorporated herein by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K, filed by the Issuer with the SEC on February 26, 2024).
9 Form of Warrant (included as Exhibit B to Exhibit 8 of this Amendment).
10 Form of Registration Rights Agreement (included as Exhibit E to Exhibit 8 of this Amendment).
11 Assignment, dated May 31, 2024, by the SPV with respect to the Warrant (incorporated herein by reference to Exhibit 11 to Amendment No. 3, filed by the Reporting Persons with the SEC on June 4, 2024).
12 Assignment, dated May 31, 2024, by the SPV with respect to the Subsequent Warrant (incorporated herein by reference to Exhibit 12 to Amendment No. 3, filed by the Reporting Persons with the SEC on June 4, 2024).
13 Assignment, dated December 31, 2024, by the SPV with respect to the Assigned Warrant (filed herewith). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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