Item 1.01. Entry into a Material Definitive Agreement.

On January 16, 2026, Ondas Networks Inc., a Texas corporation ("Networks") and subsidiary of Ondas Inc. (the "Company"), entered into a Series B Preferred Stock Purchase Agreement (the "Networks Agreement") for an investment of $8.4 million in Networks (the "Networks Offering"). The Networks Agreement was entered into with the purchasers named therein (the "Purchasers") for the sale of shares of preferred stock for a purchase of $8.4 million. The Networks Offering was consummated on January 16, 2026.

As previously disclosed, (i) on July 8, 2024 and July 23, 2024, Charles & Potomac Capital, LLC ("C&P") purchased convertible notes, as amended, from Networks in the aggregate original principal amount of $700,000 and $800,000, respectively (the "July 2024 Notes"), (ii) on November 13, 2024, Networks entered into that certain Securities Purchase Agreement (the "November 2024 SPA"), by and between Networks and a private investor group, including C&P, pursuant to which the private investor group purchased secured convertible promissory notes, as amended, from Networks in the aggregate amount of $2.07 million (the "November Notes"), and (iii) on January 15, 2025, Networks entered into that certain Securities Purchase Agreement (the "January 2025 SPA"), by and between Networks and a private investor group pursuant to which the private investor group purchased secured convertible promissory notes, as amended, from Networks in the aggregate amount of $2.93 million (the "January Notes," together with the July 2024 Notes and the November Notes, the "Convertible Notes"). Additionally, the Company and Networks previously entered into those certain Secured Note Agreements (the "Ondas Agreements"), pursuant to which, the Company loaned Networks an aggregate of $10.0 million. Pursuant to the Ondas Agreements, C&P Agreement (as defined below), the November 2024 SPA and the January 2025 SPA, Networks issued the investor groups warrants to purchase 399,415 shares of preferred stock of Networks, $0.00001 par value per share (the "Preferred Stock"), at an exercise price of $20.65 per share and exercisable commencing on the date of issuance through the fifth anniversary of the date of issuance (the "Warrants").

Pursuant to the Networks Agreement, the Purchasers would acquire the following in the Networks Offering for gross proceeds to Networks of $8.4 million, which included approximately $6.0 million from the Company and approximately $2.0 from C&P, as Purchasers: (i) 303,250 shares of Preferred Stock (the "Purchased Preferred Stock"), at a purchase price of $27.70 per share (the "Per Share Price"), convertible into shares of Common Stock, $0.00001 par value per share of Networks (the "Networks Common Stock") and (ii) 667,551 shares of Preferred Stock (the "Converted Preferred Stock," together with the Purchased Preferred Stock, the "Preferred Stock"), convertible into shares of the Networks Common Stock, upon the exercise of the Warrants and the conversion of the Convertible Notes.

• No comments yet. Be the first to comment!