Ondas Holdings Inc美股招股说明书(2025-06-11版)

22,400,000 shares of Common StockPre-Funded Warrants to Purchase up to 9,600,000 shares of Common Stock We are offering 22,400,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”),pursuant to this prospectus supplement and the accompanying prospectus. The offering price for each share of Common Stock is$1.25. We are also offering, in lieu of Shares to certain investors that so choose, pre-funded warrants to purchase 9,600,000 shares ofour Common Stock (the “Pre-Funded Warrants”). The offering price for each Pre-Funded Warrant is $1.2499. Each Pre-FundedWarrant will have an exercise price of $0.0001, will be exercisable immediately upon issuance, and will expire on the three yearanniversary of the issuance date. This prospectus supplement also relates to the offering of the shares of our Common Stock issuable upon the exercise of thePre-Funded Warrants. Our Common Stock is listed on The NASDAQ Capital Market under the symbol “ONDS”. On June 6, 2025, the last reportedsale price of our Common Stock on The NASDAQ Capital Market was $1.70 per share. There is no established trading market for thePre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the Pre-Funded Warrantson any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectussupplement, on page 14 of the accompanying prospectus and in our annual report on Form 10-K for the fiscal year endedDecember 31, 2024 and quarterly report on Form 10-Q for the quarter ended March 31, 2025, which are incorporated byreference herein, to read about the risks you should consider before purchasing our securities. (1)See “Underwriting” for a full description of compensation payable to the underwriter in connection with this offering. (2)If the Pre-Funded Warrants are exercised in full, net proceeds will increase to $38,000,000 in the aggregate. We granted the underwriter the option to purchase within 30 days from the date of this prospectus supplement up to anadditional 4,800,000 shares of our Common Stock at the per share purchase price set forth above to cover over-allotments, if any. Ifthe underwriter exercises this option in full, the total underwriting discount will be $2,300,000 and our total proceeds, before expenses,will be $43,699,088. The underwriter expects to deliver the securities against payment on or about June 11, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Sole Underwriter Oppenheimer & Co. The date of this prospectus supplement is June9, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-6CAPITALIZATIONS-6DILUTIONS-7DESCRIPTION OF SECURITIES WE ARE OFFERINGS-8UNDERWRITINGS-10MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF COMMON STOCK OR PRE-FUNDED WARRANTSS-15LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-21INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-22 PROSPECTUS PageABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS3USE OF PROCEEDS4DESCRIPTION OF CAPITAL STOCK5DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF WARRANTS20DESCRIPTION OF UNITS21GLOBAL SECURITIES22PLAN OF DISTRIBUTION24DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES27LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND ADDITIONAL INFORMATION27INCORPORATION OF CERTAIN INFORMATION BY REFERENCE28 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with theSecurities and Exchange Commission (“SEC”) utilizing a “shelf” registration process. This document is in two parts. The first part isthis prospectus supplement, which describes the specific terms of this offering and the securities offered hereby and also adds to andupdates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying base prospectus, gives more general informationand disclosure about the securities we may offer from time to time, some of which does not apply to this offering of securities. Whenwe refer to the prospectus, we are referring to both parts combined, and when we refer to the accompanying prospectus, we arereferring to the base prospectus. If the description of this offering var