Ondas Holdings Inc. Announces Closing of $1 Billion Offering

WEST PALM BEACH, FLORIDA / ACCESS Newswire / January 12, 2026 / Ondas Holdings Inc. (NASDAQ:ONDS) ("Ondas" or the "Company"), a leading provider of autonomous aerial and ground robot intelligence through its Ondas Autonomous Systems (OAS) business unit and private wireless solutions through Ondas Networks, announced today the closing of its registered direct offering of 19,000,000 shares of its common stock and, in lieu of common stock, pre-funded warrants to purchase up to 41,790,274 shares of its common stock (together "Common Stock Equivalents") to an institutional investor. Each Common Stock Equivalent was sold with a common stock warrant to purchase two (2) shares of common stock. The total number of Common Stock Equivalents sold in the offering was 60,790,274. The Common Stock Equivalents are accompanied by warrants to purchase a total of 121,580,548 shares of common stock, which we refer to as common stock warrants. Ondas estimates net proceeds from the offering to be approximately $959.2 million, after deducting placement agent fees and estimated offering expenses. If the common stock warrants are fully exercised on a cash basis, Ondas has the potential to raise approximately $3.4 billion in additional gross proceeds. No assurance can be given that any of the common stock warrants will be exercised.

Each share of common stock and accompanying common stock warrant was sold together at a combined offering price of $16.45, and each pre-funded warrant and accompanying common stock warrant was sold together at a combined offering price of $16.4499 (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 17.5% to Ondas' closing stock price on January 8, 2026. 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 $28.00 per share, is immediately exercisable and will expire seven years from the date of issuance. All of the shares, pre-funded warrants and common stock warrants in the offering were sold by the Company.