Current Report Filing (8-k)
June 17 2019 - 4:46PM
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):
June 11, 2019
Ondas
Holdings Inc.
(Exact name of registrant as specified in its charter)
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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))
Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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 1.01
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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 $750,000 under Loan and Security Agreement with Energy
Capital, LLC
On
June 11, 2019, Ondas Holdings Inc. (the "Company") drew down an advance of $750,000 available (the "Tenth Advance")
under the Loan and Security Agreement with Energy Capital, LLC ("Energy Capital") entered into on October 1, 2018 (the
"Loan Agreement") by the Company and Energy Capital (the "Loan"). The Tenth 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.
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Date: June 17, 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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