Ondas prices $425M stock, warrant sale above market price

Ondas (ONDS) Holdings priced its $425M 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. The total number of Common Stock Equivalents to be sold in the offering is 36,960,000. The Common Stock Equivalents will be accompanied by warrants to purchase a total of 73,920,000 shares of common stock. Each Common Stock Equivalent is being sold with a warrant to purchase two shares of common stock, which we refer to as a common stock warrant. Each share of common stock and accompanying common stock warrant is being sold together at a combined offering price of $11.50, and each pre-funded warrant and accompanying common stock warrant is being sold together at a combined offering price of $11.50, 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 will be exercisable immediately after the original issue date and will expire seven years from the date of issuance. Each common stock warrant will have 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 are being sold by the Company. The offering is expected to close on or about October 7, 2025, subject to customary closing conditions. Ondas expects the gross proceeds from this offering to be $425M, before deducting the underwriting discount and other estimated offering expenses and excluding any proceeds that may be received from the exercise of the common stock warrants. If the common stock warrants are fully exercised on a cash basis, Ondas has the potential to raise approximately $1.5B in additional gross proceeds. Oppenheimer & Co. Inc. is acting as the lead book-running manager for the offering. Stifel is acting as the passive book-running manager for the offering. Needham & Company, Ladenburg Thalmann & Co. Inc., Lake Street Capital Markets, LLC, Maxim Group LLC, and Northland Capital Markets are acting as co-managers for the offering.