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CUSIP No.
68236H 10 5
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Page 2 of 6 Pages
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1.
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Name
of Reporting Person.
MENASHE
SHAHAR
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2.
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Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
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3.
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SEC
Use Only
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4.
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Source
of Funds
PF
– Personal Funds
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship
or Place of Organization
United
States
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Number
of Shares
Beneficially
Owned
by
Each Reporting
Person
With
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7.
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Sole
Voting Power
2,966,544
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8.
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Shared
Voting Power
-0-
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9.
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Sole
Dispositive Power
2,966,544
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10.
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Shared
Dispositive Power
-0-
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,966,544
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent
of Class Represented by Amount of Row (11)
5.9%
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14.
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Type
of Reporting Person
IN
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CUSIP No.
68236H 10 5
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Page
3 of 6 Pages
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Item
1. Security and Issuer
The
class of equity securities to which this Schedule 13D relates is the common stock, $0.0001 par value, of Ondas Holdings Inc.,
a Nevada corporation (the "Company" or "Issuer"). The address of the principal executive office of the Company
is 165 Gibraltar Court, Sunnyvale, CA 94089.
Item
2. Identity and Background.
(a) Name:
Menashe Shahar (the "Reporting Person").
(b) Residence
or Business Address of Reporting Person:
165
Gibraltar Court, Sunnyvale, CA 94089.
(c) Present
principal occupation or employment of Reporting Person: Co-founder and Chief Technology Officer of Ondas Networks Inc., a wholly
owned subsidiary of Ondas Holdings Inc.
(d) During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such
laws.
(f) Citizenship:
Mr. Shahar is a citizen of the United States of America.
Item
3. Source and Amount of Funds or Other Consideration.
PF-Personal
Funds
Acquisition
of Founder Shares of Ondas Networks Inc., a private company
On
September 24 2007, as co-founder of Ondas Networks Inc., formerly known as Full Spectrum Inc., ("Ondas Networks"), Mr.
Shahar was issued 2,375,000 shares of common stock of Ondas Networks as founder shares. In September 2016, Ondas Networks affected
a reverse split of its shares of common stock on a 1 for 3.879 basis resulting in Mr. Shahar's adjusted ownership of 612,271 shares
of common stock of Ondas Networks.
Purchase
of Shares of Ondas Networks Inc., a private company
On
April 13, 2018, Mr. Shahar executed a subscription agreement to purchase 163,702 shares of common stock of Ondas Networks in a
private placement at a purchase price of $0.0027 per share, or an aggregate of $442, resulting in an increased ownership for Mr.
Shahar of 775,973 shares of common stock of Ondas Networks.
CUSIP No.
68236H 10 5
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Page
4 of 6 Pages
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Exchange
of Ondas Networks' Shares for Ondas Holdings' Shares
On
September 28, 2018, Ondas Networks was acquired as a wholly owned subsidiary by the Issuer in which the 775,973 shares of common
stock of Ondas Networks owned by Mr. Shahar were exchanged for shares of common stock of the Issuer at an exchange rate of one
share of Ondas Networks for 3.823 shares of the Issuer, resulting in an ownership for Mr. Shahar of 2,966,544 shares of common
stock of the Issuer.
Item
4. Purpose of Transaction.
See
Item 3 above.
The
Reporting Persons have no plans which relate to or would result in:
(a) The
acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the Issuer;
(f) Any
other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required
by Section 13 of the Investment Company Act of 1940;
(g) Changes
in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i) A
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any
action similar to any of those enumerated above.
CUSIP No.
68236H 10 5
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Page
5 of 6 Pages
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Item
5. Interest in Securities of the Issuer.
(a)
The Reporting Person owns 2,966,544 shares of common stock of the Issuer. The percentage of class for the Reporting Person of
5.9% is based on 50,463,732 shares outstanding. Mr. Shahar exercises voting and dispositive power over all such shares.
(b)
Mr. Shahar has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the 2,966,544 shares
of common stock of the Issuer owned directly by him. (See Rows 7-10 of page 2 herein.)
(c)
Please see Item 3 above for the description of the transaction relative to the shares acquired by the Reporting Person.
(d)
The Reporting Person knows of no other person who has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such shares.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer
Except
for as outlined herein, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
I
tem
7. Material to be Filed as Exhibits.
None.
CUSIP No.
68236H 10 5
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Page
6 of 6 Pages
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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.
Dated:
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January 31, 2019
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By:
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/s/ Menashe Shahar
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Menashe Shahar
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