NOTE 16 – SUBSEQUENT EVENTS

October 2022 Note Offering

On October 26, 2022, Ondas entered into a placement agent agreement (the “Placement Agent Agreement”) with Oppenheimer, as the sole placement agent relating to the Company’s sale and issuance to selected institutional investors (the “Investors”) in a registered direct offering of 3% senior convertible notes due 2023 in the aggregate original principal amount of $34.5 million (the “Notes”). The Notes have an original issue discount of thirteen percent (13%) resulting in gross proceeds to the Company of $30.0 million. The Notes were sold pursuant to the terms of a Securities Purchase Agreement, dated October 26, 2022 (the “SPA”), between Ondas and each investor in connection with this offering (the “Notes Offering”). Upon Ondas’ filing of an additional prospectus supplement, indenture and supplemental indenture, if elected by the initial purchasers of Notes, we may consummate additional closings of up to an additional $34.5 million in aggregate principal amount of 3% senior convertible notes due two years after the date of issuance pursuant to the SPA. Up to 16,235,294 shares of the Company’s common stock (the “Shares”) are issuable from time to time upon conversion or otherwise under the Notes (including shares of common stock that may be issued as interest in lieu of cash payments). The Notes and Shares are being offered pursuant to the Form S-3, and a registration statement on Form S-3 (Registration No. 333-268014) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. Oppenheimer served as the sole placement agent for the transaction pursuant to the terms of the Placement Agent Agreement. Under the terms of the Placement Agent Agreement, we paid our placement agent a cash fee equal to 5.0% of the gross proceeds in connection with the Notes Offering. The Notes Offering closed on October 28, 2022. The net amount of proceeds to Ondas from the Notes Offering after deducting the placement agent’s fees and offering expenses was approximately $27,750,000.

202,711 shares of the Company’s common stock were issued to the investors as the first monthly payment on the Notes on November 1, 2022.

Amendment to Equity Distribution Agreement

On October 26, 2022, Ondas entered into, (“Amendment No. 1”), with Oppenheimer, as sales agent. Amendment No. 1 provides for the reduction of the aggregate offering price from up to $50 million to up to $40 million of shares of the Company’s common stock. 

Amendments to Airobotics Agreements

On September 20, 2022, Airobotics and the Company entered into a loan agreement (the “Loan Agreement”), according to which, commencing from October 3, 2022, the Company provided Airobotics with credit of up to $1.5 million, which will be utilized for the purpose of financing Airobotics’ ongoing activities, subject to customary conditions, including the delivery of documents and standard approvals of the Company. The Loan Agreement was amended on October 30,2022 to increase the available credit to $2.0 million. The primary purpose of the increase is to fund inventory for known customer demand Airobotics has borrowed $1.75 million under the Loan Agreement.

On November 13, 2022, Ondas and Airobotics entered into an amendment to the Loan Agreement, as amended, changing the maturity date to February 15, 2023.

Also, on November 13, 2022, Ondas and Airobotics entered into an amendment to the Merger Agreement changing the termination date to February 15, 2023.

Management has evaluated subsequent events as of November 14, 2022, the date the consolidated financial statements were available to be issued according to the requirements of ASC topic 855.