Item 7.01. Regulation FD Disclosure.
On January 23, 2023 Ondas Holding Inc. (the “Company” or “Ondas”) issued a
press release reporting that the Company has completed the previously announced
acquisition of Airobotics Ltd (“Airobotics”). A copy of the press release is
furnished hereto as Exhibit 99.1.
Also, on January 23, 2023, Airobotics filed an immediate report with the Israel
Securities Authority and The Tel Aviv Stock Exchange Ltd. disclosing that the
Registrar of Companies issued and delivered to Airobotics the Merger
Certificate, in accordance with the provisions of Section 323(5) of the
Companies Act, 5599-1999, and that Ondas common stock is expected to begin
trading on the Tel Aviv Stock Exchange on January 26, 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
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.
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 benefits of the 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 the ability to recognize the
anticipated benefits of the acquisition and 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 23, 2023. 99.2 English translation of Immediate Report, dated January 23, 2023, issued by Airobotics. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
© Edgar Online, source Glimpses