Item 1.01. Entry into a Material Definitive Agreement.
On August 4, 2022, Ondas Holdings Inc. (the "Company" or "Ondas") entered into
an Agreement of Merger (the "Agreement") with Talos Ltd. (or such other name as
shall be approved by the Israeli Registrar of Companies), an Israeli company in
formation as a wholly owned subsidiary of the Company ("Merger Sub"), and
AIROBOTICS Ltd., an Israeli publicly traded company on the Tel Aviv Stock
Exchange and a leading Israeli developer of autonomous unmanned aircraft systems
and automated data analysis and visualization platforms ("Airobotics").
The Agreement provides that, upon the terms and subject to the conditions set
forth in the Agreement, and in accordance with the Companies Law 5759-1999 of
the State of Israel (together with the rules and regulations thereunder), Merger
Sub shall be merged with and into Airobotics, and Airobotics will continue as a
wholly owned subsidiary of the Company (the "Merger"). At the closing of the
Merger, upon the terms and subject to the conditions set forth in the Agreement,
each ordinary share of Airobotics issued and outstanding immediately prior to
the closing of the Merger (other than shares owned by Airobotics or its
subsidiaries (dormant or otherwise) or by the Company or Merger Sub) shall be
exchanged for and converted into the right to receive 0.16806 of a fully paid
and nonassessable share of the Company common stock without interest and subject
to applicable tax withholdings ("Merger Consideration"). All fractional shares
of the Company common stock that would otherwise be issued to a holder of
Airobotics ordinary shares as part of the Merger Consideration will be rounded
up to the nearest whole share based on the total number of shares of the
Company's common stock to be issued to such holder of Airobotics ordinary
shares.
Each of the Company, Merger Sub, and Airobotics has provided customary
representations, warranties and covenants in the Agreement. The completion of
the Merger is subject to various closing conditions, including (a) the requisite
regulatory approvals being obtained; (b) the absence of any applicable order
(whether temporary, preliminary or permanent) in effect which prohibits the
consummation of the Merger; (c) the absence of any law of any governmental
authority of competent jurisdiction prohibiting the consummation of the Merger;
and (d) Airobotics obtaining the requisite stockholder approval. The Agreement
contains customary termination rights for both the Company and Airobotics. Both
the Company and Airobotics have the right to terminate the Agreement if the
closing of the Merger does not occur on or before January 15, 2023.
The Merger is expected to close in the second half of 2022.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by the full text of the Agreement, a copy of which
is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Also, on August 8, 2022, the Company and Airobotics issued a joint press release
announcing the signing of the Agreement. A copy of the joint press release is
attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
Also, on August 8, 2022, Airobotics filed an immediate report with the Israel
Securities Authority and The Tel Aviv Stock Exchange Ltd. disclosing the signing
of the Agreement (the "Immediate Report"). The Company is furnishing an English
translation of the Immediate Report with this Current Report on Form 8-K to
provide its stockholders with substantially the same information as the
Airobotics stockholders.
The information in this Item 7.01 (including Exhibit 99.2) is being furnished
and shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
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Important Additional Information Will be Filed with the SEC
Ondas will file with the SEC a registration statement on Form S-4, which will
include a prospectus of Ondas. INVESTORS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ONDAS, AIROBOTICS, THE PROPOSED ACQUISITION AND RELATED
MATTERS. Investors will be able to obtain free copies of the registration
statement and other documents filed with the SEC through the website maintained
by the SEC at www.sec.gov and on Ondas' website at https://ir.ondas.com.
Forward-Looking Statements
Statements made in this report that are not statements of historical or current
facts are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 or as defined in the Israeli Securities
Law 5728 - 1968. We caution readers that forward-looking statements are
predictions based on Ondas' and Airobotics' current expectations about future
events. Examples of forward-looking statements include, among others, statements
regarding the proposed acquisition, including the benefits and timing of the
proposed acquisition. These forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and assumptions that
are difficult to predict. Ondas' and Airobotics' actual results, performance, or
achievements could differ materially from those expressed or implied by the
forward-looking statements as a result of a number of factors, including (1) the
inability to complete the proposed acquisition, including due to a failure to
obtain third party consents, or satisfy other closing conditions; (2) the risk
that the proposed acquisition disrupts current plans and operations as a result
of the announcement and consummation of the proposed acquisition; (3) the
ability to recognize the anticipated benefits of the proposed acquisition, which
may be affected by, among other things, the ability of management to integrate
the combined company's business and operation, and the ability of the parties to
retain key employees; (4) costs related to the proposed acquisition; and (5)
with respect to Ondas, the other risks and uncertainties discussed under the
heading "Risk Factors" discussed under the caption "Item 1A. Risk Factors" in
Part I of Ondas' most recent Annual Report on Form 10-K or any updates discussed
under the caption "Item 1A. Risk Factors" in Part II of Ondas' Quarterly Reports
on Form 10-Q and in Ondas' other filings with the SEC and with respect to
Airobotics, Section 27 in Chapter A of the Airobotics Periodic Report for 2021
as published in the Israeli Securities Authority's Magna System on March 30,
2022. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise that occur after that date, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1* Agreement of Merger, dated as of August 4, 2022.
99.1 Press release, dated August 8, 2022.
99.2** English translation of Immediate Report, dated August 8, 2022, issued
by Airobotics.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant hereby undertakes to furnish copies of any of the omitted schedules
upon request by the U.S. Securities and Exchange Commission ("SEC").
** Furnished herewith.
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