Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In anticipation of the closing of the acquisition of Airobotics Ltd.
("Airobotics"), on January 9, 2023, the Board of Directors (the "Board") and
Compensation Committee of Ondas Holdings Inc. ("Ondas" or the "Company"),
pursuant to Section 16(l) of the Ondas Holdings Inc. 2021 Incentive Stock Plan
(the "Plan"), approved a sub-plan under the Plan to afford the possibility of
favorable tax treatment to employees and other service providers of the Company
who are subject to the laws of Israel (the "Sub-Plan"). Specifically, the
Sub-Plan provides for the possibility of receiving beneficial tax treatment for
persons subject to the laws of Israel pursuant to Section 102 of the Israeli
Income Tax Ordinance [New Version], 1961, and the rules, regulations, orders or
procedures promulgated thereunder. The Sub-Plan does not amend the terms of the
Plan and does not require the approval of the Company's stockholders. A copy of
the Sub-Plan is attached as Exhibit 10.1 and incorporated herein by reference.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Additional Information and Where to Find It
On September 22, 2022, Ondas filed with the SEC a registration statement on Form
S-4, as amended on November 3, 2022 and November 18, 2022, which includes a
prospectus of Ondas, and was declared effective by the SEC on November 30, 2022.
INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONDAS,
AIROBOTICS, THE PROPOSED ACQUISITION AND RELATED MATTERS. Investors will be able
to obtain free copies of the registration statement and other documents filed
with the SEC through the website maintained by the SEC at www.sec.gov and on
Ondas' website at https://ir.ondas.com.
Forward-Looking Statements
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 proposed acquisition of Airobotics, including
the benefits and timing of the proposed 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 (1) the inability to complete the proposed
acquisition; (2) the risk that the proposed acquisition disrupts current plans
and operations as a result of the announcement and consummation of the proposed
acquisition; (3) the ability to recognize the anticipated benefits of the
proposed acquisition, which may be affected by, among other things, the ability
of management to integrate the combined company's business and operation, and
the ability of the parties to retain key employees; (4) costs related to the
proposed acquisition; and (5) with respect to Ondas, 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
10.1 Ondas Holdings, Inc. 2021 Incentive Stock Israeli Appendix.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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