Current Report Filing (8-k)
April 16 2019 - 4:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
April 11, 2019
Ondas
Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-56004
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47-2615102
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(State or other
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(Commission File
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(IRS Employer
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jurisdiction
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Number)
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Identification No.)
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of incorporation
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165
Gibraltar Court, Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)
(888)
350-9994
Registrant’s
telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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).
Emerging
growth company ☒
If
an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ☐
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Item
101.
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Entry
into a Material Definitive Agreement.
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The
information required by this Item 1.01 is incorporated by reference to Item 2.03 of this report.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Advance
of $600,000 under Loan and Security Agreement with Energy Capital, LLC
On
April 11, 2019, Ondas Holdings Inc. (the “Company”) drew down an advance of $600,000 available (the “Sixth Advance”)
under the Loan and Security Agreement with Energy Capital, LLC (“Energy Capital”) entered into on October 1, 2018
(the “Loan Agreement”) by Ondas Holdings and Energy Capital (the “Loan”). The Sixth Advance proceeds will
be utilized primarily for inventory and operating capital.
The
principal amount outstanding under the Loan bears interest at
a
per annum rate equal to the greater of (a) 11.25% or (b) 11.25% plus the Prime Rate (as published by the Wall Street Journal (National
Edition)), less 3.25%. All amounts outstanding under the Loan are secured by a lien on the Company’s assets, subject to
terms of outstanding debt obligations, and become due and payable on September 30, 2020
.
The
Loan Agreement contains customary events of default and affirmative and negative covenants for transactions of this nature. Upon
an event of default, Energy Capital has the right to require the Company to prepay the outstanding principal amount of the Loan
plus all accrued and unpaid interest.
The
Loan was completed through a private placement and is exempt from registration pursuant to Section 4(2) of the Securities Act
of 1933, as amended. In claiming the exemption under Section 4(2), the Company relied in part on the following facts: (1) the
offer and sale involved one purchaser (Energy Capital); (2) the purchaser had access to information regarding the Company; (3)
the purchaser represented that it (a) had the requisite knowledge and experience in financial and business matters to evaluate
the merits and risk of an investment in the Company; (b) was able to bear the economic risk of an investment in the Company; (c)
will acquire the Loan for its own account in a transaction not involving any general solicitation or general advertising, and
not with a view to the distribution thereof; and (4) a restrictive legend was placed on the instrument evidencing the Loan.
A
copy of the Loan is filed herewith as Exhibit 10.2 and incorporated herein by reference.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
information required by this Item 3.02 is incorporated by reference to Item 2.03 of this report.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
*
Filed herewith.
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: April 16, 2019
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ONDAS HOLDINGS INC.
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By:
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/s/
Eric A. Brock
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Eric A. Brock
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Chief Executive Officer
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