SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
|ONDAS HOLDINGS INC.|
|(Exact name of Registrant as specified in its charter)|
|(State of Incorporation)||(I.R.S. Employer Identification No.)|
|165 Gibraltar Court, Sunnyvale, California||94089|
|(Address of principal executive offices)||(Zip Code)|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange of which
each class is to be registered
|Not applicable||Not applicable|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A(c), check the following box. o
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), check the following box. x
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class)
Item 1. Description of Registrant’s Securities to be Registered.
Authorized Capital Stock
The Articles of Incorporation of Ondas Holdings Inc. (“Ondas” or the “Company”), as amended and restated, provide that Ondas is authorized to issue 350,000,000 shares of Common Stock, with a par value of $0.0001 per share (the “Common Stock”) and 10,000,000 shares of Preferred Stock, with a par value of $0.0001 per share (the “Preferred Stock”).
The holders of the Company’s Common Stock:
|1.||Have ratable rights to dividends from funds legally available if and when declared by the Company’s Board of Directors (the “Board”).|
|2.||Are entitled to share ratably in all of the Company’s assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the Company’s affairs.|
|3.||Do not have the right to preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights.|
|4.||Are entitled to cast one non-cumulative vote for each share held on all matters on which holders of Common Stock may vote and, with respect to the election of directors, one non-cumulative vote for each share held for each of the duly nominated directors.|
The rights, preferences, and privileges of the holders of Common Stock may be adversely affected by, the rights of the holders of any series of Preferred Stock that may be issued by Ondas.
The Board may, without further action of the Company’s stockholders, issue shares of Preferred Stock in one or more series, fix the number of shares, determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as may be permitted under Chapter 78 of the Nevada Revised Statutes (“NRS”).
The Board may also increase or decrease the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that series of Preferred Stock, but not below the number of shares of such series of Preferred Stock then outstanding. In case the number of shares of any series of Preferred Stock shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock.
The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of Ondas entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.
Chapter 78 of the NRS contains a provision governing “Acquisition of Controlling Interest.” This “control share act” (NRS 78.378 through 78.3793, inclusive) provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of certain Nevada corporations may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share act will apply to the Company and any person or entity acquiring shares of the Company’s common stock if the Company were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on the Company’s stock ledger) and do business in the State of Nevada directly or through an affiliated corporation, unless the Company’s Articles of Incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. The control share act provides that a person or entity acquires a “controlling interest” whenever it acquires shares that, but for the operation of the control share act, would bring its voting power within any of the following three ranges:
|●||20 to 33%;|
|●||33% to 50%; and|
|●||more than 50%.|
Once an acquirer crosses one of the above thresholds, shares that it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. The Company’s Articles of Incorporation and bylaws do not exempt the Company’s Common Stock from the control share act. As of the date of this filing, the Company does not have 200 or more stockholders of record and, as a result, the control share act does not currently apply to the Company.
Item 2. Exhibits
|3.1||Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on October 4, 2018).|
|3.2||Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Form 8-K filed with the SEC on October 4, 2018).|
|4.1||Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on October 4, 2018).|
In accordance with Section 12 of the Exchange Act of 1934, the Registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|Ondas Holdings Inc.
|Date: November 27, 2018||By:||/s/ Eric Brock|
Chairman and Chief Executive Officer