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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)
October 31, 2023
Ondas Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada |
|
001-39761 |
|
47-2615102 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
411
Waverley Oaks Road, Suite 114, Waltham, MA 02452
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (888) 350-9994
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:
Title of each
class |
|
Trading Symbol |
|
Name of each
exchange on which registered |
Common Stock par value $0.0001 |
|
ONDS |
|
The Nasdaq Stock Market LLC,
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).
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. ☐
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 |
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
+ | Management Compensatory Plan |
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 |
3
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 |
|
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