Ondas Inc 8-K, filed Jan 19, 2023
Ondas Inc. (ONDS)
About this 8-K
Ondas Inc filed this 8-K on January 19, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- 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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Item 7.01. Regulation FD Disclosure.
On January 19, 2023, Airobotics Ltd. ("Airobotics") filed an immediate report with the Israel Securities Authority and The Tel Aviv Stock Exchange Ltd. disclosing that the required approvals and all of the closing conditions have been met for the closing of the acquisition of Airobotics by Ondas Holdings Inc. (the "Company" or "Ondas"), and the expected closing date of the acquisition is January 23, 2023 (the "Immediate Report"). The Company is furnishing an English translation of the Immediate Report with this Current Report on Form 8-K to provide its stockholders with substantially the same information as the Airobotics stockholders.
A copy of an English translation of the Immediate Report is furnished hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information and Where to Find It
On September 22, 2022, Ondas filed with the SEC a registration statement on Form S-4, as amended on November 3, 2022 and November 18, 2022, which includes a prospectus of Ondas, and was declared effective by the SEC on November 30, 2022. INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONDAS, AIROBOTICS, THE PROPOSED ACQUISITION AND RELATED MATTERS. Investors will be able to obtain free copies of the registration statement and other documents filed with the SEC through the website maintained by the SEC at www.sec.gov and on Ondas’ website at https://ir.ondas.com.
Forward-Looking Statements
Statements made in this report that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on Ondas’ current expectations about future events. Examples of forward-looking statements include, among others, statements regarding the proposed acquisition of Airobotics, including the expected timing of the proposed acquisition of Airobotics. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Ondas’ actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including (1) the inability to complete the proposed acquisition; (2) the risk that the proposed acquisition disrupts current plans and operations as a result of the announcement and consummation of the proposed acquisition; (3) the ability to recognize the anticipated benefits of the proposed acquisition, which may be affected by, among other things, the ability of management to integrate the combined company’s business and operation, and the ability of the parties to retain key employees; (4) costs related to the proposed acquisition; and (5) with respect to Ondas, the other risks and uncertainties discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of Ondas’ most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of Ondas’ Quarterly Reports on Form 10-Q and in Ondas’ other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | English translation of Immediate Report, dated January 19, 2023, issued by Airobotics. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: January 19, 2023 | ONDAS HOLDINGS INC. | ||
| By: | /s/ Eric A. Brock | ||
| Eric A. Brock | |||
| Chief Executive Officer | |||
2
Exhibit 99.1
Translation from Hebrew
Airobotics Ltd.
(the “Company”)
January 19, 2023
| To | To |
| The Israeli Securities Authority | The Tel Aviv Stock Exchange |
Re: Immediate Report regarding the Ondas Merger Transaction
Pursuant to the Company’s immediate reports1, the Company is pleased to announce that all of the required approvals have been obtained and all of the closing conditions have been met for the closing of the merger transaction with Ondas. The parties are working to close the merger on January 23, 2023 (the “Closing Date”), in accordance with the merger agreement.
The merger shall be effectuated following the Closing Date, upon the date of issuance of the merger certificate by the Israeli Registrar of Companies pursuant to the provisions of Section 323(5) to the Israeli Companies Act (the “Merger Date”).
Upon the Merger Date, the Company shall become a private company, wholly owned by Ondas, its shares will be de-listed from trade in the TASE, and it will cease to constitute a “Reporting Corporation”, as defined in the Israeli Securities Act – 1968.
It is emphasized that, at this stage, there is no certainty regarding the exact date upon which the merger certificate will be issued, as this date is out of the control of the Company and/or Ondas.
| Sincerely, | |
| Airobotics Ltd. | |
| By Meir Kleiner, CEO and Director | |
| By Yishai Curelaro, CFO and Director |
| 1 | Please see the Company’s immediate reports of August 8, 2022; December 7, 2022; December 18, 2022; January 16, 2023; and January 17, 2023 (the “Previous Report”). All terms in this immediate report shall have the meaning ascribed to them in the Previous Report, unless expressly stated otherwise. |