Blog: ONDAS HOLDINGS INC. : Regulation FD Disclosure, Financial … – Marketscreener.com

Item 7.01. Regulation FD Disclosure.

On January 19, 2023, Airobotics Ltd. (“Airobotics”) filed an immediate report
with the Israel Securities Authority and The Tel Aviv Stock Exchange Ltd.
disclosing that the required approvals and all of the closing conditions have
been met for the closing of the acquisition of Airobotics by Ondas Holdings Inc.
(the “Company” or “Ondas”), and the expected closing date of the acquisition is
January 23, 2023 (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.

A copy of an English translation of the Immediate Report is furnished hereto as
Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
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 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 http://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 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            English translation of Immediate Report, dated January 19, 2023,
              issued by Airobotics.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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