Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  


Siemens Mobility, Inc. Agreements

On April 23, 2020, effective April 24, 2020, the Company and Siemens Mobility, Inc. (“Siemens”) (the “Parties”) entered into a Joint Development Agreement (the “JDA”) and a Brand Label and Master Purchase Agreement (the “BLA”). The JDA calls for the joint development of (i) a dual-mode 900 MHZ over-the-air ATCS compatible, MC-IoT capable base station radio and (ii) a dual-purpose 900 MHz, over-the-air ATCS compatible, MC-IoT capable wayside radio. The BLA calls for the purchase by Siemens of certain products developed under the JDA to create a Siemens-branded portfolio of wireless radio communication systems to the North American Rail Market. These agreements follow a Letter of Intent entered into by the Parties on November 19, 2019 wherein the Company would begin preliminary work to establish (i) project scope, (ii) project management plan, (ii) project schedule, (iv) system requirements specifications, and (v) software containerization requirements specifications.

Paycheck Protection Program Loan

On May 4, 2020, Company entered into a loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as administered by the U.S. Small Business Administration (the “SBA”). The loan, in the principal amount of approximately $666,000 (the “PPP Loan”), was disbursed by Wells Fargo Bank, National Association (“Lender”) on May 6, 2020, pursuant to a Paycheck Protection Program Promissory Note and Agreement (the “Note and Agreement”).

The PPP Loan matures on the two-year anniversary of the funding date and bears interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence after the six-month anniversary of the funding date. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Note and Agreement provides for customary events of default, including those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges.

All or a portion of the PPP Loan may be forgiven by the SBA and the Lender upon application by the Company beginning 60 days but not later than 90 days after the funding date of the PPP Loan. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the eight-week period beginning on the approval date of the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee earning more than $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. Although the Company currently believes that its use of the PPP Loan will meet the conditions for forgiveness of the PPP Loan, the Company cannot assure that the PPP Loan will be forgiven, in whole or in part.

Warrants to Purchase Common Stock of the Company

On May 6, 2020, the Board of Directors of the Company issued (i) Warrants to purchase an aggregate of 963,375 shares with an exercise price of $2.50 per share and (ii) Warrants to purchase an aggregate of 29,375 with an exercise price of $2.13 per share. These Warrants were issued to certain individuals for prior service to the Company. The Warrants are fully vested and have a term of five years. The Warrants were, and the shares of Common Stock underlying the Warrants will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, as a sale not involving any public offering.

Stock Options to Purchase Common Stock of the Company

On May 6, 2020, the Compensation Committee of the Board of Directors of the Company granted Options to purchase an aggregate of 1,499,000 shares with an exercise price of $2.13 per share. These Options were issued to employees and consultants of the Company in connection with their service to the Company. These Options were issued pursuant to the Company’s 2018 Equity Incentive Plan.

Deregistration of Ondas Network Limited

On June 2, 2020, Ondas Network Limited, formed to do business in China, was deregistered by the authority of the Chengdu High-Tech Zone, Market Supervision Administration.

Increase Size of Board of Directors of Ondas Holdings Inc. and Appointment of New Director

On June 2, 2020, the Board of Directors of the Company increased the size of the Board of Directors from five to six members and appointed Thomas Bushey as a director effective June 3, 2020.

Appointment of President of Ondas Holdings Inc.

On June 2, 2020, the Board of Directors of the Company appointed Mr. Bushey as President of the Company effective June 3, 2020. Stewart Kantor, who previously served as President of the Company, will continued in his role as Chief Financial Officer, Treasurer and Secretary of the Company.

On June 3, 2020, the Company entered into an employment agreement with Mr. Bushey. Pursuant to the employment agreement, Mr. Bushey will be paid an annual salary of $200,000 and will be eligible to participate in the benefits plans established for Company employees. Also, on June 3, 2020, Mr. Bushey was granted restricted stock units for 3,000,000 shares of the Company’s common stock pursuant to the Company’s 2018 Incentive Stock Plan, which shares will vest quarterly in equal amounts over a period of two years from the date of grant (with 375,000 shares vesting on the last day of each calendar quarter beginning on June 30, 2020), and which shares will not be issued and delivered to Mr. Bushey until June 3, 2022, at the request of Mr. Bushey.

Amended and Restated Employment Agreements with Eric Brock and Stewart Kantor

On June 3, 2020, the Company entered into amended and restated employment agreements with each of Eric Brock, Chairman and Chief Executive Officer of the Company, and Mr. Kantor. The amended and restated employment agreement for Messrs. Brock and Kantor, among other things, amend provisions to comply with the requirements of Section 409A of the Internal Revenue Code.