Ondas Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On August 18, 2025, Ondas Holdings Inc. (the “Company” or “Ondas”) entered into a Share Purchase Agreement (the "Agreement"), by and among the Company, Apeiro Motion Ltd., a company organized under the laws of the State of Israel (“Apeiro”), the Apeiro shareholders listed on Schedule A thereto (the "Apeiro Shareholders"), and Mr. Rotem Lesher, solely in his capacity as the representative, agent and attorneys-in-fact of the Indemnifying Parties (as defined in the Agreement) (the “Shareholders’ Agent”).
The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, the Company will acquire 100% of the issued and outstanding share capital ("Apeiro Shares") of Apeiro (the "Acquisition"). At the closing of the Acquisition, upon the terms and subject to the conditions set forth in the Agreement, the Company shall pay an aggregate amount of $12,000,000 cash in exchange for the Apeiro Shares, provided however the Company may, at its sole discretion, pay a founder of Apeiro, partial consideration in shares of the Company’s common stock, par value $0.0001 per share.
Each of the Company, Apeiro, and the Company Shareholders has provided customary representations, warranties and covenants in the Agreement. The completion of the Acquisition is subject to various closing conditions, including (a) the requisite regulatory approvals being obtained; (b) the requisite waivers being obtained by Apeiro; (c) the absence of any applicable order (whether temporary, preliminary or permanent) in effect which prohibits the consummation of the Acquisition; and (d) the absence of any law of any governmental authority of competent jurisdiction prohibiting the consummation of the Acquisition. The Agreement may be terminated upon (i) the written agreement of the Company, Apeiro and the Shareholders' Agent or (ii) the written notice by the Company, Apeiro or the Shareholders’ Agent if the closing of the Acquisition has not occur on or before October 17, 2025.
The Acquisition is expected to close in the third quarter of 2025.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1* | Share Purchase Agreement, by and amount the Company, Apeiro Motion Ltd., and Mr. Rotem Lesher, solely in his capacity as the representatives, agents and attorneys-in-fact of the Indemnifying Parties, dated August 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.
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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: August 22, 2025 | ONDAS HOLDINGS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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