UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
Amendment
No. 3*
Ondas Holdings Inc.
(Name
of Issuer)
Common
Stock par value $0.0001
(Title
of Class of Securities)
68236H204
(CUSIP
Number)
Joseph
V. Popolo
Commonwealth Hall at Old Parkland
3899
Maple Avenue, Suite 100
Dallas,
Texas 75219
(214)
395-1213
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
-
with copies to -
Richard
Silfen
Duane Morris LLP
30 South 17th Street
Philadelphia,
PA 19103
(215)
979-1225
May
31, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP No. 68236H204 |
SCHEDULE
13D |
1 |
NAME
OF REPORTING PERSON
Charles
& Potomac Capital, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
(b) ☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
7,215,286
(1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
7,215,286
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,215,286
(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.26%
(2) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited
Liability Company) |
(1) |
Includes
(i) 3,183,244 shares of common stock of Ondas Holdings Inc. held directly by Charles & Potomac Capital, LLC, (ii) 3,864,542 shares
of common stock of Ondas Holdings Inc. issuable upon the exercise of a warrant that is exercisable at an exercise price of $0.89,
on a one-to-one basis until July 21, 2028 (the “Warrant”) and held directly by Stage 1 Growth Fund, LLC Series
WAVE (the “New SPV”), and (iii) 167,500 shares of common stock of Ondas Holdings Inc. issuable upon exercise of
a warrant that is exercisable at an exercise price of $1.26, on a one-to-one basis until February 26, 2029 (the “February
2024 Warrant”) and held directly by Charles & Potomac Capital, LLC. |
(2) |
Calculated
using 66,272,258 shares of common stock of Ondas Holdings Inc. outstanding as of May 13, 2024, as reported on the Quarterly Report
on Form 10-Q filed by Ondas Holdings Inc. with the Securities and Exchange Commission (the “SEC”) on May 15, 2024,
and added to that number, pursuant to Rule 13d-3 of the Act, 4,032,042 shares of common stock of Ondas Holdings Inc. issuable upon
the exercise of the Warrant and the February 2024 Warrant. |
CUSIP No. 68236H204 |
SCHEDULE
13D |
1 |
NAME
OF REPORTING PERSON
Joseph
V. Popolo |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
(b) ☒ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
1,384,245
(1) |
8 |
SHARED
VOTING POWER
7,215,286
(2) |
9 |
SOLE
DISPOSITIVE POWER
1,384,245
(1) |
10 |
SHARED
DISPOSITIVE POWER
7,215,286
(2) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,599,531 |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.23%
(3) |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) |
Includes 1,384,245 shares of common stock
of Ondas Holdings Inc. held directly by Joseph V. Popolo. |
(2) |
Includes (i) 3,183,244
shares of common stock of Ondas Holdings Inc. held directly by Charles & Potomac Capital, LLC, (ii) 3,864,542 shares of common
stock of Ondas Holdings Inc. issuable upon the exercise of the Warrant, and (iii) 167,500 shares of common stock of Ondas Holdings
Inc. issuable upon the exercise of the February 2024 Warrant. |
(3) |
Calculated using 66,272,258
shares of common stock of Ondas Holdings Inc. outstanding as of May 13, 2024, as reported on the Quarterly Report on Form 10-Q filed
by Ondas Holdings Inc. with the SEC on May 15, 2024, and added to that number, pursuant to Rule 13d-3 of the Act, 4,032,042 shares
of common stock of Ondas Holdings Inc. issuable upon the exercise of the Warrant and the February 2024 Warrant. |
CUSIP No. 68236H204 |
SCHEDULE
13D |
EXPLANATORY
NOTE
This
Amendment No. 3 (this “Amendment”) to the Schedule 13D originally filed by the Reporting Persons on August 29, 2023,
as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on November 24, 2023 and Amended No. 2 to Schedule 13D filed
by the Reporting Persons on February 28, 2024 (as so amended, the “Original Schedule 13D” and as amended by this Amendment,
the “Schedule 13D”) relates to the shares of common stock, par value $0.0001 per share (the “Shares”),
of Ondas Holdings Inc., a Nevada corporation (the “Issuer”). Defined terms used in this Amendment and not otherwise
defined herein have the meanings prescribed to such terms in the Original Schedule 13D. Any reference in the Original Schedule 13D to
any item in the Original Schedule 13D shall be deemed to refer to such item as amended by this Amendment.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item
3 of the Original Schedule 13D is hereby amended and supplemented to add the following:
For
investment purpose, Popolo acquired an aggregate of 100,000 Shares in a series of open market purchases (as set forth in the table below)
for an aggregate purchase price of $78, 232.14, excluding brokerage commissions. The source of these funds was his personal savings.
Date
of Transaction | |
Number
of Shares Purchased | |
Price
per Share |
May 22, 2024 | |
28,354 | |
$0.7235(1) |
May 23, 2024 | |
71,646 | |
$0.8056(2) |
(1) |
The
price reported herein is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.693
to $0.77, inclusive. Popolo undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon
request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes
(1) to (2). |
(2) |
The
price reported herein is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.777
to $0.82, inclusive. |
ITEM
4. PURPOSE OF TRANSACTION.
Item
4 of the Original Schedule 13D is hereby amended and supplemented to add the information set forth in Item 3 of this Amendment, which
is incorporated herein by reference.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER.
Item
5(a) – (b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a)
– (b) The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Amendment (including footnotes thereto)
is incorporated herein by reference. The Related Party, as the Managing Member of C&P, is deemed to share voting and dispositive
power over, and therefore is deemed to beneficially own, 7,215,286 Shares that are beneficially owned by C&P, which represent 10.26%
of the Shares outstanding. The Reporting Persons’ and the Related Party’s beneficial ownership percentage is calculated using
66,272,258 Shares outstanding as of May 13, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC
on May 15, 2024, and added to that number, pursuant to Rule 13d-3 of the Act, 4,032,042 Shares issuable upon the exercise of the Reporting
Persons’ Warrant and the February 2024 Warrant.
Item
5(c) of the Original Schedule 13D is hereby amended and supplemented to add the information set forth in Item 3 of this Amendment, which
is incorporated herein by reference.
CUSIP No. 68236H204 |
SCHEDULE
13D |
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item
6 of the Original Schedule 13D is hereby amended and supplemented to add the following:
Pursuant
to an Assignment dated May 31, 2024 by the SPV with respect to the Warrant (the “Warrant Assignment”) and an Assignment
dated May 31, 2024 by the SPV (the “Subsequent Warrant Assignment”) with respect to the warrant to purchase 2,374,208
Shares at an exercise price of $0.89, on a one-to-one basis (the “Subsequent Warrant”), the SPV assigned the Warrant
and the Subsequent Warrant, respectively, to the New SPV. As the result thereof, (i) the Reporting Persons, as indirect holders of 3,864,542
Shares issuable upon the exercise of the Warrant, are deemed to beneficially own such 3,864,542 Shares, and (ii) the Reporting Persons
cease to be the beneficial owners of the other Shares issuable upon the exercise of the Warrant and the Subsequent Warrant.
The
Warrant Assignment and the Subsequent Warrant Assignment are filed as Exhibit 11 and Exhibit 12, respectively, to the Schedule
13D and incorporated by reference herein.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
Item
7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
1 |
Joint
Filing Agreement (filed herewith). |
|
|
2 |
Form
of Warrant (incorporated by herein by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed by the Issuer
with the SEC on August 16, 2023). |
|
|
3 |
Preferred
Stock Purchase Agreement, dated July 9, 2023, between Ondas Networks and the SPV (incorporated herein by reference to Exhibit 10.1
to the Issuer’s Current Report on Form 8-K, filed by the Issuer with the SEC on July 10, 2023). |
|
|
4 |
Amendment
to Preferred Stock Purchase Agreement, dated July 21, 2023, between Ondas Networks and the SPV (incorporated herein by reference
to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed by the Issuer with the SEC on July 24, 2023). |
|
|
5 |
Registration
Rights Agreement, dated July 21, 2023, between the Issuer and the SPV (incorporated herein by reference to Exhibit 10.3 to the Issuer’s
Current Report on Form 8-K, filed by the Issuer with the SEC on July 24, 2023). |
|
|
6 |
Registration
Rights Agreement, dated August 11, 2023, between the Issuer and the SPV (incorporated herein by reference to Exhibit 10.3 to the
Issuer’s Current Report on Form 8-K, filed by the Issuer with the SEC on August 16, 2023). |
|
|
7 |
Form
of Securities Purchase Agreement, dated February 26, 2024, between the Issuer, C&P and other purchasers and, solely with respect
to Section 4.9 thereof, OAH (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed
by the Issuer with the SEC on February 26, 2024). |
|
|
8 |
Form
of Preferred Stock Purchase Agreement, dated February 26, 2024, between Ondas Networks, C&P and other purchasers (incorporated
herein by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K, filed by the Issuer with the SEC on February
26, 2024). |
|
|
9 |
Form
of Warrant (included as Exhibit B to Exhibit 8 of this Amendment). |
|
|
10 |
Form
of Registration Rights Agreement (included as Exhibit E to Exhibit 8 of this Amendment). |
|
|
11 |
Assignment, dated May 31,
2024, by the SPV with respect to the Warrant (filed herewith). |
|
|
12 |
Assignment, dated May 31,
2024, by the SPV with respect to the Subsequent Warrant (filed herewith). |
CUSIP No. 68236H204 |
SCHEDULE
13D |
SIGNATURES
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Date: June 4, 2024 |
CHARLES & POTOMAC CAPITAL, LLC |
|
|
|
By: |
/s/
Joseph V. Popolo |
|
Name: |
Joseph V. Popolo |
|
Title: |
Chief Executive Officer |
Date: June 4, 2024 |
JOSEPH V. POPOLO |
|
|
|
/s/ Joseph
V. Popolo |
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of
each of them, of a statement on Schedule 13D (including amendments thereto); and (ii) that this joint filing agreement may be included
as an Exhibit to such joint filing. The undersigned acknowledge that each of them is responsible for the timely filing of such statement
on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained
therein, but shall not be responsible for the completeness or accuracy of the information concerning the other person(s), except to the
extent that such person knows or has reason to believe that such information is inaccurate or incomplete.
Date: August 29, 2023 |
CHARLES & POTOMAC CAPITAL LLC |
|
|
|
By: |
/s/ Joseph V. Popolo |
|
Name: |
Joseph V. Popolo |
|
Title: |
Chief Executive Officer |
Date: August 29, 2023 |
JOSEPH V. POPOLO |
|
|
|
/s/ Joseph V. Popolo |
Exhibit 11
Certain identified information has been excluded
from this exhibit because it is both (i) not material and (ii) treated as confidential.
ASSIGNMENT
FOR VALUE RECEIVED, a Warrant to acquire
7,825,792* shares of Ondas Holdings Inc. common stock at an exercise price of $0.89 per share, and all rights evidenced
thereby, are hereby assigned to:
Stage 1 Growth Fund, LLC Series Wave
(Name)
[***]
(Mailing Address)
[***]
(E-mail Address)
Dated: May 31, 2024
|
Holder’s Name: |
David Baum (Stage 1 Growth Fund LLC (Series WAVE, Class A)) |
|
|
|
|
Holder’s Signature: |
/s/ David Baum |
|
|
|
|
Holder’s Address: |
[***] |
|
|
|
|
Original Grant Date |
|
|
of Warrant: |
July 21, 2023 |
NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should provide proper evidence of authority
to assign the foregoing Warrant.
* | Charles & Potomac Capital, LLC indirectly owns 3,864,542
shares underlying the Warrant. |
Exhibit 12
Certain identified information has been excluded
from this exhibit because it is both (i) not material and (ii) treated as confidential.
ASSIGNMENT
FOR VALUE RECEIVED, a Warrant to acquire
2,374,208 shares of Ondas Holdings Inc. common stock at an exercise price of $0.89 per share, and all rights evidenced thereby,
are hereby assigned to:
Stage 1 Growth Fund, LLC Series Wave
(Name)
[***]
(Mailing Address)
[***]
(E-mail Address)
Dated: May 31, 2024
|
Holder’s Name: |
David Baum (Stage 1 Growth Fund, LLC (Series WAVE, Class A)) |
|
|
|
|
Holder’s Signature: |
/s/ David Baum |
|
|
|
|
Holder’s Address: |
[***] |
|
|
|
|
Original Grant Date |
|
|
of Warrant: |
August 11, 2023 |
NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should provide proper evidence of authority
to assign the foregoing Warrant.
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