Ondas Holdings Inc. Announces Closing of $425 Million Offering

BOSTON, MA / ACCESS Newswire / October 7, 2025 / Ondas Holdings Inc. (NASDAQ:ONDS) ("Ondas" or the "Company"), a leading provider of autonomous aerial and ground robot intelligence and private wireless solutions through its business units Ondas Autonomous Systems (OAS) and Ondas Networks, announced today the closing of its underwritten offering of 19,560,000 shares of its common stock and, in lieu of common stock, pre-funded warrants to purchase up to 17,400,000 shares of its common stock (together "Common Stock Equivalents"). The total number of Common Stock Equivalents sold in the offering was 36,960,000. The Common Stock Equivalents are accompanied by warrants to purchase a total of 73,920,000 shares of common stock. Ondas estimates net proceeds from the offering to be approximately $407.2 million, after deducting underwriting discounts and commissions and estimated offering expenses. If the common stock warrants are fully exercised on a cash basis, Ondas has the potential to raise approximately $1.5 billion in additional gross proceeds. No assurance can be given that any of the common stock warrants will be exercised.

Each Common Stock Equivalent was sold with a warrant to purchase two (2) shares of common stock, which we refer to as a common stock warrant. Each share of common stock and accompanying common stock warrant was sold together at a combined offering price of $11.50, and each pre-funded warrant and accompanying common stock warrant was sold together at a combined offering price of $11.50 (with a nominal exercise price of $0.0001 per share remaining unpaid as of the issuance date), each priced above-the-market under the rules of the Nasdaq Stock Market and representing a premium of approximately 16% to Ondas' closing stock price on October 3, 2025 and a premium of approximately 65% to Ondas' historical one-month VWAP. Each pre-funded warrant is exercisable immediately after the original issue date and will expire seven years from the date of issuance. Each common stock warrant has an exercise price of $20.00 per share, will be exercisable upon the Company's receipt of stockholder approval to increase its authorized shares of common stock and will expire seven years from the date of issuance. The Company has not reserved shares of common stock underlying the common stock warrants and does not expect to effect any exercise of the common stock warrants unless and until the Company's receipt of stockholder approval to increase its authorized shares of common stock. The common stock warrants may be cash settled after January 31, 2026, if common stock is not then available to satisfy exercises. All of the shares, pre-funded warrants and common stock warrants in the offering were sold by the Company.

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