Item 8.01. Other Events.
On January 11, 2023, Ondas Holdings Inc. (the "Company" or "Ondas") issued a
press release reporting that the Company is accelerating its integration plan
for its drone segment ahead of the Airobotics Ltd. ("Airobotics") acquisition
closing. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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 U.S. Securities Act of
1933, as amended.
Additional Information and Where to Find It
On September 22, 2022, Ondas filed with the SEC a registration statement on Form
S-4, as amended on November 3, 2022 and November 18, 2022, which includes a
prospectus of Ondas, and was declared effective by the SEC on November 30, 2022.
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. We caution readers that
forward-looking statements are predictions based on Ondas' current expectations
about future events. Examples of forward-looking statements include, among
others, statements regarding the proposed acquisition of Airobotics, including
the expected annual cost savings of the integration plan; the anticipated
one-time costs during the first quarter of 2023 in connection with the
integration plan; our focus on near-term revenue generation and our work towards
profitable growth for this segment; and the benefits and timing of the proposed
acquisition of Airobotics. These forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties and assumptions
that are difficult to predict. Ondas' 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; (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. 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
99.1 Press release, dated January 11, 2023.
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