Item 7.01. Regulation FD Disclosure.
On July 5, 2022, Ondas Holdings Inc. ("Ondas" or the "Company") issued a press
release announcing that it has signed a term sheet to acquire through
acquisition or merger AIROBOTICS Ltd. ("Airobotics"), a leading Israeli
developer of autonomous unmanned aircraft systems and automated data analysis
and visualization platforms, subject to the conditions described below. Each
issued and outstanding share of Airobotics is expected to be converted into, and
exchanged for, 0.16806 shares of Ondas common stock. The proposed acquisition or
merger is subject to the satisfaction of numerous conditions, including the
preparation, negotiation and execution of a definitive agreement, the receipt of
any required board and shareholder approvals in respect to the proposed
acquisition or merger, the satisfactory completion by Ondas of its due diligence
review, and the receipt of all material third party consents. The parties have
agreed to an exclusivity period until the earlier of August 4, 2022 or the
execution of a definitive agreement. The parties intend to complete the proposed
acquisition or merger in the second half of 2022. The Company can provide no
assurance that a definitive agreement will be entered into or that the proposed
acquisition or merger will be completed as proposed or at all.
Also, on July 5, 2022, Airobotics filed an immediate report with the Israel
Securities Authority and The Tel Aviv Stock Exchange Ltd. disclosing the
existence of the term sheet ("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.
A copy of the press release announcing the term sheet is furnished hereto as
Exhibit 99.1. Also, a copy of an English translation of the Immediate Report is
furnished hereto as Exhibit 99.2.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and
Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities under that section and shall not be deemed to be
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
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 of 1933,
as amended.
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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 OR MERGER 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 or merger, including the
benefits of the proposed acquisition or merger. 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 or merger,
including due to a failure to obtain third party consents, or satisfy other
closing conditions; (2) the risk that the proposed acquisition or merger
disrupts current plans and operations as a result of the announcement and
consummation of the proposed acquisition or merger; (3) the ability to recognize
the anticipated benefits of the proposed acquisition or merger, 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 or merger;
and (5) 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. The Company undertakes 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 July 5, 2022.
99.2 English translation of Immediate Report, dated July 5, 2022, issued
by Airobotics.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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