Ondas : Immediate Report

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): July 11, 2023
			Ondas Holdings Inc.
		(Exact name of registrant as specified in its charter)
Nevada	001-39761			47-2615102
(State or other jurisdiction			(Commission File Number			(IRS Employer
of incorporation						Identification No.)
	411 Waverly Oaks Road, Suite 115, Waltham, MA 02452
		(Address of principal executive offices) (Zip Code)
	[phone]
		Registrant's telephone number, including area code:
			N/A
	(Former name or former address, if changed since last report.)

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:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ONDS		The Nasdaq Stock Market LLC,
				Tel Aviv Stock Exchange

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. ☐

Item 1.02. Termination of a Material Definitive Agreement.

On July 11, 2023, Ondas Holdings Inc. (the "Company") and Oppenheimer & Co. Inc., as sales agent (the "Agent"), mutually agreed to terminate the Equity Distribution Agreement, dated March 22, 2022, as amended on October 26, 2022, by and between the Company and the Agent (the "Equity Distribution Agreement"). As a result, the Company suspended and terminated the prospectus related to the Company's common stock issuable pursuant to the terms of the Equity Distribution Agreement (the "ATM Prospectus"). The termination of the Equity Distribution Agreement and ATM Prospectus is effective as of July 11, 2023.

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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.

Date: July 11, 2023	ONDAS HOLDINGS INC.
	By: /s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer
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