Current Report Filing (8-k)
09 Junho 2023 - 5:37PM
Edgar (US Regulatory)
0001646188
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0001646188
2023-06-08
2023-06-08
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xbrli:shares
iso4217:USD
xbrli:shares
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):
June 8, 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
Waverly Oaks Road, Suite 115,
Waltham, MA
02452
(Address of principal executive offices) (Zip Code)
(888)
350-9994
Registrant’s telephone number, including
area code:
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, $0.0001 par value per share
|
|
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 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
Officer; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
On June 9, 2023, the Board
of Directors of Ondas Holdings Inc. (the “Company”) appointed Eric Brock, the Company’s Chairman and Chief Executive Officer,
President of the Company, effective June 9, 2023. Mr. Brock will continue to serve as Chairman and Chief Executive of the Company.
Biographical information
for Mr. Brock is set forth in Part III, Item 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,
as filed with the Securities and Exchange Commission on March 14, 2023 (the “Annual Report”), and incorporated herein by
reference. Related party transactions information between the Company and Mr. Brock which would require disclosure under Item 404 of
Regulation S-K is set forth in Part III Item 13 of the Annual Report and incorporated herein by reference.
On June 8, 2023, Reese Mozer
resigned from his role as President of the Company, effective June 8, 2023.
In connection with Mr. Mozer’s
resignation, the Company and Mr. Mozer have entered into a Separation and General Release Agreement, dated June 8, 2023 (the “Release
Agreement”). Pursuant to the Release Agreement, among other things, the Company waived and agreed not to enforce the non-competition
covenant contained in the Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement, dated
August 5, 2021, to the extent it restricts Mr. Mozer from engaging in the long range cargo drones business and permitted the vesting
of 275,000 of the remaining 550,000 unvested restricted stock units held by Mr. Mozer pursuant to the Restricted Stock Unit Agreement,
dated August 5, 2021, and includes a general release of claims by Mr. Mozer and a limited release of claims by the Company.
The foregoing description
of the Release Agreement is qualified in its entirety by reference to the full text of the Release Agreement, attached as Exhibit 10.1
to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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: June 9, 2023 |
ONDAS HOLDINGS INC. |
| |
|
| |
By: |
/s/ Eric Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
2
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