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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) December 12, 2025

 

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.)

 

One Marina Park Drive, Suite 1410, Boston, MA 02210

(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

 

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.

 

On December 12, 2025, Ron Stern tendered his resignation as a director of Ondas Holdings Inc. (the “Company”), effective immediately. Mr. Stern’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Stern’s resignation, the Directorship Agreement, dated January 6, 2025, by and between the Company and Mr. Stern was terminated, effective immediately. A copy of Mr. Stern’s resignation letter is attached and incorporated herein by reference as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Letter of Resignation, dated December 12, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1


 

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: December 12, 2025 ONDAS HOLDINGS INC.
   
  By: /s/ Eric A. Brock
    Eric A. Brock
    Chief Executive Officer

 

 

2

 

EX-99.1 2 ea026947601ex99-1_ondas.htm LETTER OF RESIGNATION, DATED DECEMBER 12, 2025

Exhibit 99.1

 

December 12, 2025

 

Ondas Holdings Inc.

One Marina Park Drive, Suite 1410

Boston, MA 02210

Attention: Eric Brock,
  Chairman and Chief Executive Officer

 

Re: Resignation of Ron Stern

 

Eric:

 

Please be advised that I hereby resign as a director of Ondas Holdings Inc. (the “Corporation”), and from any and all other offices, directorships, committees, or positions that I may currently hold with the Corporation or any of its subsidiaries, effective as of December 12, 2025.

 

Also, in connection with my resignation, I also terminate my Directorship Agreement, dated January 6, 2025, and, in accordance with our mutual agreement, I hereby waive the prior written notice provision contained in Section 7 of such agreement without derogating from any other rights surviving termination thereof.

 

Sincerely,  
   
/s/ Ron Stern  
Ron Stern  

 

Acknowledged, Accepted and Agreed:  
   
ONDAS HOLDINGS INC.  
   
   
By: /s/ Eric Brock  
Name: Eric Brock  
Title: Chief Executive Officer