SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ONDAS HOLDINGS INC.
(Name of Issuer)
(Title of Class of Securities)
68236H 10 5
Eric A. Brock
165 Gibraltar Court
Sunnyvale, CA 94089
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|CUSIP No. 68236H 10 5||Page 2 of 6 Pages|
Name of Reporting Person.
Eric A. Brock
|2.||Check the Appropriate Box if a Member of a Group||
SEC Use Only
Source of Funds
PF – Personal Funds
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization
Number of Shares
by Each Reporting
Sole Voting Power
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
Aggregate Amount Beneficially Owned by Each Reporting Person
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Percent of Class Represented by Amount of Row (11)
Type of Reporting Person
|CUSIP No. 68236H 10 5||Page 3 of 6 Pages|
This amendment is being filed to include 200,000 shares of common stock underlying the Investor Warrant (as defined below) in the shares beneficially owned by the reporting person as the Investor Warrant is exercisable within 60 days of this amendment.
|Item 1.||Security and Issuer|
The class of equity securities to which this Schedule 13D relates is the common stock, $0.0001 par value, of Ondas Holdings Inc., a Nevada corporation (the “Company” or “Issuer”). The address of the principal executive office of the Company is 165 Gibraltar Court, Sunnyvale, CA 94089.
|Item 2.||Identity and Background.|
(a) Name: Eric A. Brock (the “Reporting Person”).
(b) Residence or Business Address of Reporting Person:
165 Gibraltar Court, Sunnyvale, CA 94089.
(c) Present principal occupation or employment of Reporting Person: Chairman and Chief Executive Officer of Ondas Holdings Inc.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.
(f) Citizenship: Mr. Brock is a citizen of the United States of America.
|Item 3.||Source and Amount of Funds or Other Consideration.|
Acquisition of Shares of Ondas Holdings Inc.
On May 22, 2018, the sole officer, director and majority shareholder of the Issuer, formerly known as Zev Ventures Incorporated, sold 500,000 shares of common stock to the Reporting Person for $0.124 per share, or an aggregate purchase price of $64,000.
On August 13, 2018, the Issuer affected a forward stock split of its outstanding shares of common stock on a 10 for 1 basis. On the pay date of August 14, 2018, the Reporting Person was issued shares of common stock in payment of the forward stock split resulting in an adjusted ownership of 5,000,000 shares of common stock of the Issuer.
On September 27, 2019, the Reporting Person entered into a Securities Purchase Agreement with other subscribers in which he purchased 400,000 units (wherein a unit consisted of one share of common stock and one-half of one warrant to purchase one share of common stock (the “Investor Warrant”)) of the Issuer for $1,000,000. The Investor Warrant vests six months from the date of the Securities Purchase Agreement and may be exercised at a price of $3.25 per share for a period ending 36 months after the closing date. The Reporting Person’s ownership includes 200,000 shares underlying the Investor Warrant.
|CUSIP No. 68236H 10 5||Page 4 of 6 Pages|
Purchase of Shares of Ondas Networks Inc., a private company
On June 20, 2017, the Reporting Person entered into a Subscription Agreement and loaned Ondas Networks Inc. (“Ondas Networks”), formerly known as Full Spectrum Inc., the amount of $100,000 under a Convertible Promissory Note. The amount due under the Convertible Promissory Note was subsequently converted into 19,248 shares of common stock of Ondas Networks.
Exchange of Ondas Networks’ Shares for Ondas Holdings’ Shares
On September 28, 2018, Ondas Networks was acquired as a wholly owned subsidiary by the Issuer in which the 19,248 shares of Ondas Networks owned by the Reporting Person were exchanged for shares of the Issuer at an exchange rate of one share of Ondas Networks for 3.823 shares of the Issuer, wherein the Reporting Person received 73,585 shares of common stock of the Issuer.
Mr. Brock currently owns 5,673,585 shares of common stock of the Issuer, which includes 200,000 shares underlying the Investor Warrant.
|Item 4.||Purpose of Transaction.|
See Item 3 above.
The Reporting Person has no plans which relate to or would result in:
(a) The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|CUSIP No. 68236H 10 5||Page 5 of 6 Pages|
(j) Any action similar to any of those enumerated above.
|Item 5.||Interest in Securities of the Issuer.|
(a) The Reporting Person owns 5,673,585 shares of common stock of the Issuer, which includes 200,000 shares underlying the Investor Warrant. The percentage of class for the Reporting Person of 9.54% is based on 59,468,085 shares that would be outstanding if the Investor Warrant was exercised sixty (60) days after January 27, 2020. Mr. Brock exercises voting and dispositive power over all such shares.
(b) Mr. Brock has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the 5,673,585 shares of the Issuer’s shares of common stock owned directly by him. (See Rows 7-10 of page 2 herein.)
(c) Please see Item 3 above for the description of the transactions relative to the shares acquired by the Reporting Person.
(d) The Reporting Person knows of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.
(e) Not applicable.
|Item 6.||Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer|
Except for as outlined herein, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
|Item 7.||Material to be Filed as Exhibits.|
|Exhibit No.||Description of Document|
|4.1||Form of Investor Warrant (incorporated by reference to Exhibit 4.1 to Ondas Holdings Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 1, 2019 (File No. 000-56004)).|
|10.0||Form of Subscription Agreement (incorporated herein by reference to Exhibit 10.16 to Ondas Holdings Inc.’s Current Report on Form 8-K filed with the SEC on January 7, 2019 (File No. 000-56004)).|
|10.1||Form of Convertible Promissory Note (incorporated herein by reference to Exhibit 10.17 to Ondas Holdings Inc.’s Current Report on Form 8-K filed with the SEC on January 7, 2019 (File No. 000-56004)).|
|10.2||Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to Ondas Holdings Inc.’s Current Report on Form 8-K filed with the SEC on October 1, 2019 (File No. 000-56004)).|
|CUSIP No. 68236H 10 5||Page 6 of 6 Pages|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Dated:||January 27, 2020||By:||/s/ Eric A. Brock|
|Eric A. Brock|