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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 31, 2023

Ondas Holdings Inc.
(Exact name of registrant as specified in its charter)

Nevada |  | 001-39761 |  | 47-2615102
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

411 Waverley Oaks Road, Suite 114, Waltham, MA 02452

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (888) 350-9994

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock par value $0.0001 |  | ONDS |  | The Nasdaq Stock Market LLC, Tel Aviv Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2023 Annual Meeting of Stockholders of Ondas Holdings Inc. (the "Company") held on October 31, 2023 (the "Annual Meeting"), stockholders of the Company approved an amendment to the Ondas Holdings Inc. 2021 Stock Incentive Plan (the "2021 Plan") to increase the number of shares of the Company's common stock, par value of $0.0001 per share (“Common Stock”), authorized for issuance under the 2021 Plan from 6,000,000 shares of Common Stock to 8,000,000 shares of Common Stock (the “Plan Amendment”). The Board of Directors of the Company adopted the Plan Amendment on September 29, 2023, subject to stockholder approval.

A description of the material terms and conditions of the Plan Amendment is set forth on page 27 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2023 (the “Proxy Statement”), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following matters were voted upon at the Annual Meeting. Each stockholder of Common Stock was entitled to one vote on each matter properly presented at the Annual Meeting for each share of Common Stock owned by that stockholder on the record date.

Proposal 1 – a proposal to elect four directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified.

Nominee |  | Votes For |  | Votes Withheld |  | Broker Non-Vote
Eric A. Brock |  | 21,293,912 |  | 1,262,677 |  | 16,791,927
Richard M. Cohen |  | 20,380,733 |  | 2,175,856 |  | 16,791,927
Randall P. Seidl |  | 21,420,696 |  | 1,135,893 |  | 16,791,927
Jaspreet Sood |  | 20,559,826 |  | 1,996,763 |  | 16,791,927

Proposal 2 – a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 116,666,667 to 300,000,000 (the "Certificate of Amendment").

Votes For |  | Votes Against |  | Abstain |  | Broker Non-Vote
35,554,848 |  | 2,958,795 |  | 833,072 |  | N/A

The description of the Certificate of Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, attached to this report as Exhibit 3.1, and incorporated herein by reference

Proposal 3 – a proposal to ratify the selection of Rosenberg Rich Baker Berman, P.A. as the Company's independent certified public accountants for the fiscal year ending December 31, 2023.

Votes For |  | Votes Against |  | Abstain |  | Broker Non-Vote
38,442,156 |  | 603,854 |  | 302,506 |  | N/A

Proposal 4 – a proposal to obtain advisory approval of the Company's executive compensation.

Votes For |  | Votes Against |  | Abstain |  | Broker Non-Vote
20,985,053 |  | 1,291,303 |  | 280,233 |  | 16,791,927

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Proposal 5 – a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the Floor Price (as described in the Proxy Statement) and the shares of Common Stock issuable pursuant to the Additional $11.5 million Notes Closing (as described in the Proxy Statement).

Votes For |  | Votes Against |  | Abstain |  | Broker Non-Vote
21,766,438 |  | 688,330 |  | 101,821 |  | 16,791,927

Proposal 6 – a proposal to approve an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan.

Votes For |  | Votes Against |  | Abstain |  | Broker Non-Vote
18,453,082 |  | 4,023,571 |  | 79,936 |  | 16,791,927

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |  | Description
3.1 |  | Certificate of Amendment, filed on October 31, 2023.
10.1+ |  | Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ | Management Compensatory Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 31, 2023 | ONDAS HOLDINGS INC.
| By: | /s/ Eric A. Brock
|  | Eric A. Brock
|  | Chief Executive Officer

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