Ondas exchanges subsidiary notes and warrants for ~7.7M parent shares; expects $56.6M non-cash charge

Ondas Inc.

On Dec 17, 2025, Ondas issued 5,299,482 shares of ONDS common stock; additional ~2,389,203 shares to be issued on Jan 5, 2026.
Exchange price set at $8.07 per share based on Dec 16, 2025 closing bid price; Privet (CEO-affiliated) to get 1,153,625 shares.
After exchange, Ondas owns ~99% of subsidiary OAS on fully diluted basis; holders own ~1%.
Company expects a one-time non-cash charge of ~$56.6 million in Q4 2025 related to the exchange.
Seven of eleven holders deferred closing to Jan 5, 2026; C&P received 3,280,455 shares on Dec 17, 2025.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Ondas Inc. entered into Exchange Agreements with Privet Ventures LLC, Charles & Potomac Capital, LLC, and other holders of Notes, Warrants, and OAS Common Stock valued at 5,299,482 shares of ONDS Common Stock on December 17, 2025; additional 2,389,203 shares on January 5 (effective 2025-12-17).

Action: entry
Agreement: equity purchase
Counterparty: Privet Ventures LLC, Charles & Potomac Capital, LLC, and other holders of Notes, Warrants, and OAS Common Stock
Value: 5,299,482 shares of ONDS Common Stock on December 17, 2025; additional 2,389,203 shares on January 5
Effective: 2025-12-17

Exact text from the filing

On December 17, 2025, the Company and OAS entered into exchange agreements (collectively, the “Exchange Agreements”), by and between the Company, OAS and certain holders of the Notes, Warrants, and OAS Common Stock issued by virtue of previously exercised Warrants (collectively, the “Holders”), pursuant to which the Holders converted their Notes and/or exercised their Warrants on a cashless basis into shares of OAS Common Stock and promptly thereafter exchanged such shares of OAS Common Stock (including those shares previously issued by virtue of previously exercised Warrants) for shares of common stock, par value $0.0001 per share (“ONDS Common Stock”), of the Company (the “Exchange”).

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Ondas Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-122822

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