Item 1.01. Entry Into a Material Definitive Agreement.
On
As previously disclosed, on
The description of the Initial Conversion Notes was included in the Company's
Current Report filed on
The Exchange Notes were issued pursuant to the first supplemental indenture (the
"First Supplemental Indenture"), dated as of
The Exchange Notes were issued solely to existing securityholders of the Company pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. The Company did not pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts, to any broker, dealer, salesman or other person for soliciting tenders of the Initial Convertible Notes in connection with the offering, and the Company did not retain any dealer, manager or other agent to solicit tenders with respect to the offer.
The foregoing description of the Amended SPA, Exchange Notes, Base Indenture, and Supplemental Indenture do not purport to be complete and are qualified in their entirety by the Amended SPA, Form of 3% Series B-1 Senior Convertible Note, Base Indenture, and Supplemental Indenture, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, Exhibit 4.1, Exhibit 4.3, and 4.4, respectively, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated in its entirety by this reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of 3% Series B-1 Senior Convertible Note (see Exhibit A-2 to the Amendment No. 1 to Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K). 4.2 Form of 3% Series B-2 Senior Convertible Note (see Exhibit A-2 to the Amendment No. 1 to Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K). 4.3 Base Indenture, datedJanuary 20, 2023 , betweenOndas Holdings Inc. andWilmington Savings Fund Society , FSB. 4.4 Supplemental Indenture, datedJanuary 20, 2023 , betweenOndas Holdings Inc. andWilmington Savings Fund Society , FSB. 10.1 Form of Amendment No. 1 to Securities Purchase Agreement, datedJanuary 20, 2023 , betweenOndas Holdings Inc. and the Investors. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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