Ondas (ONDS) 8-KEntry into a Material Definitive Agreement

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): September 4, 2020

Ondas Holdings Inc.
(Exact name of registrant as specified in its charter)

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.)

Securities registered pursuant to Section 12(b) of the Act: None

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:

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. ☐

The information required by this Item 1.01 is incorporated by reference to Item 2.03 of this report.

Amendment to Loan and Security Agreement with Steward Capital Holdings, LP

On September 4, 2020, Ondas Networks Inc. f/k/a Full Spectrum Inc. (“Ondas Networks”), the wholly owned subsidiary of Ondas Holdings Inc., (the “Company”) and Steward Capital Holdings, LP (“Steward Capital”) entered into the Second Amendment to Loan and Security Agreement (the “Second Amendment”) entered into between the parties on March 9, 2018 (the “Agreement”), to (i) extend and amend the Maturity Date, as defined in Section 1.1 of the Agreement, to read in its entirety “means September 9, 2021”, (ii) capitalize all accrued interest into the note(s) resulting in a new principal balance of $11,254,236.14 as of September 9, 2020, and (iii) waive the requirement of monthly interest only payments beginning on September 9, 2020 with all accrued and unpaid interest due and payable on the Maturity Date. In connection with the waivers, extension and amendment, the Company agreed to pay to Steward Capital, (i) a fee equal to three percent (3%) of the current outstanding principal balance of the Loan (as defined in the Agreement), due on the Maturity Date, and (ii) the issuance of 120,000 shares of the Company’s common stock on or before October 1, 2020 (the “Shares”). The Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, as a sale not involving any public offering.

A copy of the Second Amendment is filed herewith as Exhibit 10.6 and incorporated herein by reference.

Amendment to Secured Promissory Notes

In addition to the Loan described above, the Company has two outstanding secured promissory notes pursuant to the Loan Agreement for an aggregate principal amount of $10,000,000. Such secured promissory notes are dated March 9, 2018 and October 9, 2018 (collectively with the Loan, the “Secured Promissory Notes”).

In connection with the Second Amendment, on September 4, 2020, Ondas Networks and Steward Capital entered into a Second Amendment to Secured Promissory Notes (i) to amend the term Maturity Date in the Secured Promissory Notes from September 9, 2019 to September 9, 2021, (ii) to capitalize all accrued and unpaid interest through September 9, 2020 into the principal balance of the Notes, and (iii) to declare that all interest accruing between September 9, 2020 and the Maturity Date will be due and payable on the Maturity Date (the “Second Loan Amendment”).

A copy of the Second Loan Amendment is filed herewith as Exhibit 10.7 and incorporated herein by reference.

The information required by this Item 3.02 is incorporated by reference to Item 2.03 of this report.

(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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