Ondas Holdings Inc美股招股说明书(2025-10-07版)

19,560,000 Shares of Common StockPre-Funded Warrants to Purchase up to 17,400,000 Shares of Common StockCommon Warrants to Purchase up to 73,920,000 Shares of Common Stock We are offering 19,560,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), together withwarrants to purchase up to an aggregate of 39,120,000 shares of our Common Stock (the “Common Warrants”). The combinedoffering price for each share of Common Stock and accompanying Common Warrant to purchase two (2) shares of Common Stock is$11.50. The shares of our Common Stock and the accompanying Common Warrant will be immediately separable and severallytransferrable upon issuance. Each Common Warrant will have an exercise price per share of Common Stock equal to $20.00, will beexercisable upon receipt of stockholder approval of an increase in the Company’s authorized shares, and will expire on the seventhanniversary of the issuance date. We are also offering pre-funded warrants to purchase 17,400,000 shares of our Common Stock (the “Pre-Funded Warrants”),together with Common Warrants to purchase up to an aggregate of 34,800,000 shares of our Common Stock. The combined offeringprice for each Pre-Funded Warrant and accompanying Common Warrant to purchase two (2) shares of Common Stock is $11.50 (witha nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date). The Pre-Funded Warrants and theaccompanying Common Warrant will be immediately separable and severally transferrable upon issuance. Each Pre-Funded Warrantwill be exercisable immediately upon issuance, and will expire on the seventh anniversary of the issuance date. This prospectus supplement also relates to the offering of the shares of our Common Stock issuable upon the exercise of theCommon Warrants and Pre-Funded Warrants. Our Common Stock is listed on The NASDAQ Capital Market under the symbol “ONDS”. On October 3, 2025, the lastreported sale price of our Common Stock on The NASDAQ Capital Market was $9.91 per share. There is no established public tradingmarket for the Common Warrants or Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to list theCommon Warrants or Pre-Funded Warrants on The NASDAQ Capital Market or any other national securities exchange or nationallyrecognized trading system. Without an active trading market, the liquidity of the Common Warrants and Pre-Funded Warrants will belimited. See “Risk Factors - Risks Related to this Offering and Our Common Stock and Common Warrants - There is no public marketfor the warrants being offered in this offering.” Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesreferenced under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement and in the other documentsthat are incorporated by reference in this prospectus supplement and the accompanying prospectus. 1)Each Pre-Funded Warrant and accompanying Common Warrant is being sold together at a combined offering price of $11.50(with a nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date).2)See “Underwriting” for a full description of compensation payable to the underwriters in connection with this offering.3)The potential additional gross proceeds to us from the exercise of the Pre-Funded Warrants and Common Warrants, if fullyexercised on a cash basis, will be approximately $1.5 billion. Neither the Securities and Exchange Commission, any state securities commission, nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus aretruthful and complete. Any representation to the contrary is a criminal offense. Delivery of the shares of Common Stock, Pre-Funded Warrants, and their accompanying Common Warrants at the closing ofthe offering is expected to be made on or about October 7, 2025. Passive Book-Running ManagerStifel Co-ManagersNeedham & CompanyLadenburg Thalmann Lake Street Maxim GroupLLC Northland Capital Markets The date of this prospectus supplement is October 6, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-7CAPITALIZATIONS-8DILUTIONS-9DESCRIPTION OF SECURITIES WE ARE OFFERINGS-10UNDERWRITINGS-13MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF COMMON STOCK ORWARRANTSS-19LEGAL MATTERSS-26EXPERTSS-26WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-26INCORPORATION BY REFERENCES-27 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 POSI