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): November 16, 2020
Ondas
Holdings Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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000-56004
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47-2615102
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(State or other jurisdiction of incorporation
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(Commission File Number
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(IRS Employer Identification No.)
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165 Gibraltar Court, Sunnyvale, California
94089
(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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On November 13, 2020, the Board of Directors
of Ondas Holdings Inc. (the “Company”) increased the size of the Board of Directors from six to seven members and appointed
Randall P. Seidl as an independent director, effective November 16, 2020.
Mr. Seidl, 57, brings 35 years of global go-to-market
technology expertise and extensive board experience to Ondas. In October 2020, he founded and continues to serve as CEO of Sales
Community, a sales social network with a mission to add value to technology sales professionals. In 2016, he founded and continues
to serve as CEO of Top Talent Recruiting, a boutique contingency-based recruiting business. In 2013, he founded and continues to
serve as CEO of Revenue Acceleration to help tech companies accelerate revenue growth. From 2009 to 2013, Mr. Seidl served as Sr.
Vice President/General Manager of Hewlett Packard’s Americas and U.S. Enterprise Group. From 2006 to 2009, he served as Sr.
Vice President/General Manager of Sun Microsystems’ North America business and as Vice President/General Manager for its
Financial Services Area. From 2004 to 2006, he served as Vice President/General Manager of East Region at StorageTek. From 2003
to 2004, he served as CEO and director at Permabit, from 2000 to 2003 was co-founder and Executive Vice President of GiantLoop,
and from 1996 to 1999 was Chairman and CEO of Workgroup Solutions. He began his career at EMC Corporation, holding various positions
including Vice President of Open Systems Sales for North America from 1985 to 1996.
Since 2015, Mr. Seidl has served as director
of Data Dynamics, a privately-held company, a leader in intelligent file management solutions. Since 2014, he has served as director
of Cloudgenera, a privately-held company, a leading supplier of vendor agnostic IT analytics that arm organizations with the business
cases needed to optimize technology spend. He previously served as director of Datawatch Corporation (2015-2018, Nasdaq: DWCH,
acquired by Altair). He continues to serve on the advisory boards or consults with DataRobot, Trilio, WekalO, ISG, CXO Nexus, EPODIUM,
Arxscan, Infinidat, Scality, Corent, Open Legacy, Moveworks, Yellowbrick, Security Scorecard, CaptivateIQ, and Jellyfish. Mr. Seidl
is a graduate of Boston College’s Carroll School of Management. Mr. Seidl serves as a trustee on Boston College’s Board
of Trustees, on the Board of Trustees of St. Sebastian’s School, and is active with other charities. We believe Mr. Seidl’s
experience in senior leadership positions at private/public technology companies and his private/public board experience makes
him well-qualified to serve on our board of directors.
There are no transactions
between Mr. Seidl and the Company that would be reportable under Item 404(a) of Regulation S-K.
A copy of the press
release announcing Mr. Seidl’s appointment as a director of the Company is attached as Exhibit 99.1 to this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
* Filed
herewith.
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.
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Date: November 16, 2020
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ONDAS HOLDINGS INC.
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By:
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/s/Eric A. Brock
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Eric A. Brock
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Chief Executive Officer
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false
0001646188
0001646188
2020-11-16
2020-11-16
Exhibit 99.1
ONDAS HOLDINGS INC. ANNOUNCES APPOINTMENT
OF RANDALL SEIDL
TO BOARD OF DIRECTORS
SUNNYVALE, Calif., November 16, 2020 - Ondas
Holdings Inc. (OTCQB: ONDS), through its wholly owned subsidiary, Ondas Networks Inc., a developer of private licensed wireless
data networks for mission-critical industrial markets (the “Company”), today announced that Randy Seidl has joined
the Company’s Board of Directors.
“We are thrilled to have Randy join the
Ondas team as an independent board member,” said Eric Brock, Chairman and CEO of Ondas Holdings Inc. “Randy brings
a wealth of entrepreneurial experience in Enterprise Technology as a senior executive and board member with both public and private
companies. We look forward to Randy joining the Board as we continue to execute our growth plan and define MC-IoT solutions for
critical infrastructure markets.”
Mr. Seidl brings 35 years of global go-to-market
technology expertise. He is a global technology board director, CEO, CRO, executive recruiter, sales community leader, consultant,
advisor, and investor with extensive sales and executive leadership experience. He has worked in startups and with industry-leaders
such as Hewlett Packard, Sun Microsystems, StorageTek, and EMC. He has a record of consistently increasing company value through
his strategic leadership, go-to-market expertise, people skills, and his extensive executive relationship network. Randy is currently
Founder & CEO of SALES COMMUNITY, a sales social network, Revenue Acceleration, a business consultancy, and Top Talent Recruiting,
a boutique contingency recruiting firm. He is a Director at Data Dynamics and Cloudgenera. He previously was a Director of
Datawatch Corporation, a publicly-listed company acquired by Altair in 2018.
“Through its FullMAX software platform,
Ondas brings a disruptive, next-generation wireless connectivity solution providing tremendous value to its blue-chip customers
and ecosystem partners,” said Mr. Seidl. “Ondas has made substantial investments in both its standards-based technology
as well as in its go-to-market strategy. I am excited to join Eric and the Ondas team to help drive the upgrade cycle for high-value
MC-IoT private industrial networks.”
About Ondas Holdings Inc.
Ondas Holdings Inc., through its wholly owned
subsidiary, Ondas Networks Inc., is a developer of private licensed wireless data networks for mission-critical industrial markets.
The Company designs and manufactures its multi-patented, Software Defined Radio (SDR) platform for Mission Critical IoT (MC- IoT)
applications. Ondas Networks’ customer end markets include utilities, oil and gas, transportation, and government entities
whose demands span a wide range of mission critical applications that require secure communications over large and diverse geographical
areas, many of which are within challenging radio frequency environments. Customers use the Company's SDR technology to deploy
their own private licensed broadband wireless networks. The Company also offers mission-critical entities the option of a managed
network service. Ondas Networks’ SDR technology supports IEEE 802.16s, the new worldwide standard for private licensed wide
area industrial networks. For additional information, visit www.ondas.com, www.otcmarkets.com or follow Ondas Networks on Twitter
and LinkedIn.
Forward Looking Statements
Statements made in this release that are not
statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations
about future events.
These forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results,
performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result
of a number of factors, including, the risks discussed under the heading “Risk Factors” in our Annual Report on Form
10-K filed with the Securities and Exchange Commission (SEC) on March 13, 2020, and in our other filings with the SEC. We undertake
no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events
or otherwise that occur after that date, except as required by law.
# # #
Company Contact:
Stewart Kantor, CFO
Ondas Holdings Inc.
888.350.9994 Ext. 1009