Ondas Inc. — fact timeline

Joseph Popolo was appointed as Director at Ondas Inc..

“On March 27, 2024, the Board of Directors (the “Board”) of Ondas Holdings Inc. (the “Company”) appointed Joseph Popolo as an independent director, effective March 27, 2024.”

Ondas Inc. reported the fourth quarter and year ended December 31, 2023 results: revenue $15.7 million.

“2 ea020288601ex99-1_ondas.htm PRESS RELEASE, DATED APRIL 1, 2024 Exhibit 99.1 Ondas Holdings Reports Fourth Quarter and Full Year 2023 Financial Results Record 2023 revenues of $15.7 million, an increase of 638% over 2022, driven by commercial adoption of the Optimus System and record product revenues at Ondas Networks Q4 2023 revenues were $5.0 million, a”

Ondas Inc. reported year ended December 31, 2023 results: revenue $15.7 million, net income -$44.8 million.

“On a preliminary, unaudited basis, Ondas expects record revenue of $15.7 million for the year ended December 31, 2023.”

Ondas Inc. reported fourth quarter ended December 31, 2023 results: revenue $5.0 million.

“Ondas expects revenue of $5.0 million for the fourth quarter ended December 31, 2023”

Ondas Inc. entered into Preferred Stock Purchase Agreement with the purchasers named therein valued at $4.50 million (effective 2024-02-26).

“Also on February 26, 2024, Ondas Networks Inc., a Delaware corporation ("Networks") and subsidiary of the Company, entered into a Preferred Stock Purchase Agreement (the "Networks Agreement") for an investment of $4.50 million in Networks (the "Networks Offering," and together with the Ondas Offering, the "Offerings").”

Ondas Inc. entered into Securities Purchase Agreement with certain purchasers named therein valued at approximately $4.1 million (effective 2024-02-26).

“On February 26, 2024, the Company entered into a Securities Purchase Agreement (the "Ondas Agreement") with certain purchasers named therein (the "Ondas Purchasers") for the purchase and sale of (i) an aggregate of 3,616,071 shares (the "Holdings Shares") of the Company's common stock, $0.0001 par value per share ("Holdings Common Stock") and (ii) warrants to purchase an aggregate of 3,616,071 shares of Ondas Autonomous Holdings Inc.'s, a subsidiary of the Company, common stock $0.0001 par value per share, at an exercise price described in the OAH Warrant (as defined below) and exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance (the "OAH Warrants," and together with the Holdings Shares, the "Ondas Offering Securities"), for gross proceeds of approximately $4.1 million (the "Ondas Offering").”

Eric Brock resigned as Interim Chief Financial Officer at Ondas Inc..

“In connection with the re-appointment of Mr. Curelaru as the Company’s Chief Financial Officer, Mr. Brock resigned as Interim Chief Financial Officer of the Company, on and effective January 22, 2024.”

Yishay Curelaru was appointed as Chief Financial Officer at Ondas Inc..

“On January 22, 2024, Mr. Curelaru was re-appointed as the Company’s Chief Financial Officer of the Company, effective immediately.”

Ondas Inc. shareholders approved 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..

“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.”

Ondas Inc. shareholders approved 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)..

“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).”

Ondas Inc. shareholders approved Proposal 4 – a proposal to obtain advisory approval of the Company's executive compensation..

“Proposal 4 – a proposal to obtain advisory approval of the Company's executive compensation.”

Ondas Inc. shareholders approved 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. at the 2023-12-31 meeting.

“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.”

Ondas Inc. shareholders approved 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")..

“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").”

Ondas Inc. shareholders approved 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..

“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.”

Ondas Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“October 3, 2023, Ondas Holdings Inc. (the “Company”) received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until April 1, 2024”

Yishay Curelaru was appointed as Chief Financial Officer, Treasurer and Secretary at Ondas Inc..

“on September 18, 2023, the Company appointed Yishay Curelaru as the Company’s Chief Financial Officer, Treasurer and Secretary, effective September 19, 2023”

Derek Reisfield resigned as director at Ondas Inc..

“Mr. Reisfield resigned as a director of the Company pursuant to the terms of the Employment Agreement”

Derek Reisfield was terminated as Chief Financial Officer, Treasurer and Secretary at Ondas Inc..

“Derek Reisfield’s service as the Company’s Chief Financial Officer, Treasurer and Secretary terminated effective September 18, 2023.”

Yishay Curelaru was appointed as Chief Financial Officer, Treasurer and Secretary at Ondas Inc..

“On September 18, 2023, Ondas Holdings Inc. (the “Company”) appointed Yishay Curelaru as the Company’s Chief Financial Officer, Treasurer and Secretary, effective September 19, 2023”

Ondas Inc. entered into Registration Rights Agreement with Initial Purchaser valued at registration rights to register resale of Company Common Stock underlying Additional Warrants (effective 2023-08-11).

“the Company issued the Additional Warrants and entered into a registration rights agreement, dated August 11, 2023, with the Initial Purchaser to register the resale of the Company Common Stock underlying the Additional Warrants pursuant to a registration statement to be filed no later than 180 days following the Initial Closing (the “Registration Rights Agreement”).”

Ondas Inc. amended Amendment to Preferred Stock Purchase Agreement with Initial Purchaser valued at amended Preferred Stock Purchase Agreement to include Second Closing for additional 99,885 shares of (effective 2023-07-09).

“entered into a Preferred Stock Purchase Agreement (the “Agreement”) as amended by that certain Amendment to Preferred Stock Purchase Agreement (the "Amendment," and together with the Agreement, the "Amended Agreement")”

Ondas Inc. entered into Preferred Stock Purchase Agreement, as amended with Initial Purchaser valued at gross proceeds to Networks of $11,508,517 at Initial Closing; aggregate investment of $15.0 million (effective 2023-07-09).

“On July 9, 2023, Ondas Networks Inc., a Delaware corporation (“Networks”) and subsidiary of Ondas Holdings Inc., a Nevada corporation (the “Company”), entered into a Preferred Stock Purchase Agreement (the “Agreement”) as amended by that certain Amendment to Preferred Stock Purchase Agreement (the "Amendment," and together with the Agreement, the "Amended Agreement") pursuant to which, on July 21, 2023, Networks issued and sold (i) 329,238 shares of preferred stock of Networks, $0.00001 par value per share (the "Preferred Stock"), at a purchase price of $34.955 per share (the “Per Share Price”), convertible into shares of Common Stock of Networks, $0.00001 par value per share (the “Networks Common Stock”) and (ii) warrants to purchase 7,825,792 shares of common stock of the Company, $0.0001 par value per share (the “Company Common Stock”), at an exercise price of $0.89 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date”

Ondas Inc. incurred convertible notes of $11.5 million with selected institutional investors at 3% maturing July 25, 2025.

“On July 24, 2023, pursuant to the terms of the SPA, an Investor elected to purchase 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million”

Ondas Inc. entered into Second Supplemental Indenture with Wilmington Savings Fund Society, FSB, as trustee valued at $11.5 million (effective 2023-07-25).

“On July 24, 2023, pursuant to the terms of the SPA, an Investor elected to purchase 3% Series B-2 Senior Convertible Notes in the aggregate original principal amount of $11.5 million (the “Additional Notes”)”

Ondas Inc. amended convertible notes with an institutional investor at 3% maturing April 28, 2025.

“the Investor shall waive, in part, the Maturity Date (as defined in the Exchange Notes) of the Exchange Notes, such that the Maturity Date shall be extended to April 28, 2025”

Ondas Inc. amended Agreement and Waiver with the Investor (effective 2023-07-21).

“On July 21, 2023, the Company and the Investor entered into an Agreement and Waiver (the “Waiver”) with respect to certain terms of the Exchange Notes.”

Ondas Inc. amended Amendment to Preferred Stock Purchase Agreement with Initial Purchaser valued at gross proceeds to Networks of $11,508,517 (effective 2023-07-21).

“On July 21, 2023, Ondas Networks Inc., a Delaware corporation (“Networks”) and subsidiary of Ondas Holdings Inc., a Nevada corporation (the “Company”), entered into a certain Amendment to Preferred Stock Purchase Agreement (the "Amendment") to that certain Preferred Stock Purchase Agreement, dated July 9, 2023 (the "SPA"), by and between Networks and the initial purchaser named therein”

Ondas Inc. terminated Equity Distribution Agreement with Oppenheimer & Co. Inc. (effective 2023-07-11).

“On July 11, 2023, Ondas Holdings Inc. (the “Company”) and Oppenheimer & Co. Inc., as sales agent (the “Agent”), mutually agreed to terminate the Equity Distribution Agreement, dated March 22, 2022, as amended on October 26, 2022, by and between the Company and the Agent (the “Equity Distribution Agreement”).”

Ondas Inc. entered into Preferred Stock Purchase Agreement with the initial purchaser named therein valued at at least $15 million (effective 2023-07-09).

“On July 9, 2023, Ondas Networks Inc., a Delaware corporation (“Networks”) and wholly owned subsidiary of Ondas Holdings Inc., a Nevada corporation (the “Company”), entered into a Preferred Stock Purchase Agreement (the “Agreement”) for an investment of at least $15 million in Networks.”

Eric Brock was appointed as President at Ondas Inc..

“On June 9, 2023, the Board of Directors of Ondas Holdings Inc. (the “Company”) appointed Eric Brock, the Company’s Chairman and Chief Executive Officer, President of the Company, effective June 9, 2023.”

Reese Mozer resigned as President at Ondas Inc..

“On June 8, 2023, Reese Mozer resigned from his role as President of the Company, effective June 8, 2023.”

Ondas Inc. reported first quarter ended March 31, 2023 results: revenue $2.6 million.

“reported financial and operating results for the first quarter ended March 31, 2023. “The first quarter marked the beginning of commercial platform adoption and gives us great optimism about the road ahead for our Ondas Networks and Ondas Autonomous Systems (OAS) businesses,” said Eric Brock, Ondas’ Chairman and CEO. “Each contributed to the total $2.6 million in first quarter revenues, exceeding the $2.1 million we reported for the entire year of 2022, demonstrating we are on track to meet our 2023 goals.””

Ondas Inc. updated its the fourth quarter and year ended December 31, 2022 guidance (reaffirmed).

“Ondas Holdings Reports Fourth Quarter and Full Year 2022 Financial Results Reaffirms operating and financial outlook shared at Virtual Investor Event on February 14, 2023”

Reese Mozer was appointed as President at Ondas Inc..

“On February 9, 2023, the Board of Directors of Ondas Holdings Inc. (the “Company”) appointed Reese Mozer President of the Company, effective February 14, 2023.”

Ondas Inc. reported the full year ended December 31, 2023 results: revenue between $26 million and $30 million. Guidance initiated.

“Ondas is issuing preliminary revenue guidance between $26 million and $30 million and Adjusted EBITDA loss of between approximately $19 million and $24 million for the full year ended December 31, 2023.”

Ondas Inc. reported the full year ended December 31, 2022 results: revenue approximately $2.1 million. Guidance initiated.

“a previously announced Virtual Investor Event today at 10:00 a.m. ET. Based on preliminary unaudited fourth quarter results, the Company expects total revenue of approximately $2.1 million and an Adjusted EBITDA loss of approximately $39.5 - 40.5 million for the full year 2022. The Company also ended 2022 with $29.8 million of cash and outstanding convertible”

Ondas Inc. completed an acquisition involving Airobotics Ltd. (closed 2023-01-23).

“On January 23, 2023, Ondas Holdings Inc., a Nevada corporation (" Ondas " or the " Company "), completed the previously announced acquisition of Airobotics Ltd.”

Ondas Inc. amended convertible notes of $34.5 million with Wilmington Savings Fund Society, FSB at 3% maturing October 28, 2024.

“to the SPA. As previously disclosed, on October 28, 2022 the Company entered into certain 3% Senior Convertible Notes Due 2023 in the aggregate original principal amount of $34.5 million (the “Initial Convertible Notes”), by and between the Company and selected institutional investors (the “Investors”), which are convertible into shares of the Company’s common”

Ondas Inc. amended Amendment No. 1 to Securities Purchase Agreement with each investor (effective 2023-01-20).

“On January 20, 2023, Ondas Holdings Inc. (the “Company”) entered into an Amendment No. 1 to Securities Purchase Agreement (“Amended SPA”) to that Certain Securities Purchase Agreement, dated October 26, 2022 (the “SPA”), by and between the Company and each investor in connection with the previously disclosed offering.”

Ondas Inc. shareholders approved Proposal 4 – a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock issuable by the Company pursuant to the Notes (as described in the definitive proxy statement filed with the Securities and Exchange Commission on November 23, at the 2022-12-19 meeting.

“Proposal 4 – a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock issuable by the Company pursuant to the Notes (as described in the definitive proxy statement filed with the Securities and Exchange Commission on November 23, 2022). Votes Non-Vote 20,133,987 553,789 17,933 9,916,869”

Ondas Inc. shareholders approved Proposal 3 – a proposal to obtain advisory approval of the Company’s executive compensation. at the 2022-12-19 meeting.

“Proposal 3 – a proposal to obtain advisory approval of the Company’s executive compensation. Votes Non-Vote 20,041,827 525,317 138,565 9,916,869”

Ondas Inc. shareholders approved Proposal 2 – 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, 2022. at the 2022-12-19 meeting.

“Proposal 2 – 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, 2022. Votes Non-Vote 30,147,835 248,299 226,444 N/A”

Ondas Inc. shareholders approved Proposal 1 – a proposal to elect seven directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified. at the 2022-12-19 meeting.

“Proposal 1 – a proposal to elect seven 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 19,985,255 720,454 9,916,869 Derek Reisfield 19,686,313 1,019,396 9,916,869 Thomas V. Bushey 19,684,041 1,021,668 9,916,869 Richard M. Cohen 18,920,987 1,784,722 9,916,869 Randall P. Seidl 20,240,064 465,645 9,916,869 Richard H. Silverman 20,227,123 478,586 9,916,869 Jaspreet Sood 20,138,659 567,050 9,916,869”

Ondas Inc. amended Amendment to Agreement of Merger with Airobotics Ltd. (effective 2022-11-13).

“On November 13, 2022, Ondas Holdings Inc. (the “Company” or “Ondas”) entered into an Amendment to Agreement of Merger (the “Amendment”) to that certain Agreement of Merger, dated as of August 4, 2022, by and among the Company, Airobotics Ltd., an Israeli publicly traded company limited by shares (“Airobotics”), and Talos Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (collectively, as amended, the “Merger Agreement”).”

Stewart Kantor resigned as President, Chief Financial Officer, Treasurer, Secretary and a director at Ondas Inc..

“On December 7, 2021, Mr. Kantor resigned as President, Chief Financial Officer, Treasurer, Secretary and a director of the Company, effective December 7, 2021.”

Derek Reisfield was appointed as President, Chief Financial Officer, Treasurer and Secretary at Ondas Inc..

“On December 9, 2021, the Board of Directors of Ondas Holdings Inc. (the “Company”) appointed Derek Reisfield, a director of the Company, President, Chief Financial Officer (principal financial and accounting officer), Treasurer and Secretary of the Company, effective December 9, 2021.”