Ondas prices 19M shares at $16.45 in registered direct offering

Ondas (ONDS) Holdings has priced its $1B 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 to an institutional investor. Each Common Stock Equivalent is being sold with a common stock warrant to purchase two shares of common stock. The total number of Common Stock Equivalents to be sold in the offering is 60,790,274. The Common Stock Equivalents will be accompanied by warrants to purchase a total of 121,580,548 shares of common stock, which we refer to as common stock warrants. Each share of common stock and accompanying common stock warrant is being sold together at a combined offering price of $16.45, and each pre-funded warrant and accompanying common stock warrant is being sold together at a combined offering price of $16.4499, 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 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 $28.00 per share, will be 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 are being sold by the Company. The offering is expected to close on or about January 12, 2026, subject to the satisfaction of customary closing conditions. Oppenheimer & Co. Inc. is acting as the lead placement agent for the offering.