Ondas Inc 8-K, filed Oct 31, 2023
Ondas Inc. (ONDS)
About this 8-K
Ondas Inc filed this 8-K on October 31, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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The Tel Aviv Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual Meeting of Stockholders of Ondas Holdings Inc. (the "Company") held on October 31, 2023 (the "Annual Meeting"), stockholders of the Company approved an amendment to the Ondas Holdings Inc. 2021 Stock Incentive Plan (the "2021 Plan") to increase the number of shares of the Company's common stock, par value of $0.0001 per share (“Common Stock”), authorized for issuance under the 2021 Plan from 6,000,000 shares of Common Stock to 8,000,000 shares of Common Stock (the “Plan Amendment”). The Board of Directors of the Company adopted the Plan Amendment on September 29, 2023, subject to stockholder approval.
A description of the material terms and conditions of the Plan Amendment is set forth on page 27 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2023 (the “Proxy Statement”), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the Annual Meeting. Each stockholder of Common Stock was entitled to one vote on each matter properly presented at the Annual Meeting for each share of Common Stock owned by that stockholder on the record date.
Proposal 1 – a proposal to elect four directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Vote | |||
| Eric A. Brock | 21,293,912 | 1,262,677 | 16,791,927 | |||
| Richard M. Cohen | 20,380,733 | 2,175,856 | 16,791,927 | |||
| Randall P. Seidl | 21,420,696 | 1,135,893 | 16,791,927 | |||
| Jaspreet Sood | 20,559,826 | 1,996,763 | 16,791,927 |
Proposal 2 – a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 116,666,667 to 300,000,000 (the "Certificate of Amendment").
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 35,554,848 | 2,958,795 | 833,072 | N/A |
The description of the Certificate of Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, attached to this report as Exhibit 3.1, and incorporated herein by reference
Proposal 3 – a proposal to ratify the selection of Rosenberg Rich Baker Berman, P.A. as the Company's independent certified public accountants for the fiscal year ending December 31, 2023.
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 38,442,156 | 603,854 | 302,506 | N/A |
Proposal 4 – a proposal to obtain advisory approval of the Company's executive compensation.
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 20,985,053 | 1,291,303 | 280,233 | 16,791,927 |
1
Proposal 5 – a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the Floor Price (as described in the Proxy Statement) and the shares of Common Stock issuable pursuant to the Additional $11.5 million Notes Closing (as described in the Proxy Statement).
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 21,766,438 | 688,330 | 101,821 | 16,791,927 |
Proposal 6 – a proposal to approve an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan.
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 18,453,082 | 4,023,571 | 79,936 | 16,791,927 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment, filed on October 31, 2023. | |
| 10.1+ | Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Management Compensatory Plan |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 31, 2023 | ONDAS HOLDINGS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 3.1
Exhibit 10.1
AMENDMENT TO THE
ONDAS HOLDINGS INC.
2021 INCENTIVE STOCK PLAN
WHEREAS, Ondas Holdings Inc., a Nevada corporation (the “Company”) currently maintains and sponsors the Ondas Holdings Inc. 2021 Incentive Stock Plan (the “Plan”); and
WHEREAS, Section 16(l) of the Plan provides that the Board of the Directors of the Company (“Board”) may amend the Plan from time to time; and
WHEREAS, the Board has determined it to be in its best interests to amend the Plan as set forth herein; and
NOW, THEREFORE, effective upon the Company’s Stockholders’ approval as set forth in Section 16(l) of the Plan, the following amendment to the Plan is hereby adopted:
1. The last sentence of Section 5(a) of the Plan shall be amended and restated to read as follows:
“(a) Shares Available for Awards. The Common Stock that may be issued pursuant to Awards granted under the Plan shall be treasury shares or authorized but unissued shares of the Common Stock. The total number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall be eight million (8,000,000) shares.”
2. Section 5(b) of the Plan shall be amended and restated to read as follows:
“(b) Limitations on Incentive Stock Options. With respect to the shares of Common Stock reserved pursuant to this Section, a maximum of eight million (8,000,000) such shares may be subject to grants of Incentive Stock Options.”
3. Except as modified by this Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 31st day of October 2023, on behalf of the Company.
| ONDAS HOLDINGS INC. | ||
| By: | /s/ Eric A. Brock | |
| Name: | Eric A. Brock | |
| Title: | Chairman, Chief Executive Officer, President | |
| and Interim Chief Financial Officer | ||