Material Agreement, Asset Transaction, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure included in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 1, 2025, Ondas Holdings Inc. (the "Company") completed the previously announced acquisition of Smart Precision Optics S.P.O LTD., a company organized under the laws of the State of Israel ("SPO"), pursuant to (i) the Share Purchase Agreement, dated August 20, 2025 (the "SPA"), by and among the Company, SPO, Shamir Investment Entrepreneurship ACS LTD., an agricultural cooperative society organized under the laws of the State of Israel ("Shamir") and (ii) the Side Letter, dated August 20, 2025, by and among the Company, SPO and Shamir (the "Side Letter," together with the SPA, the "Agreement"). The Company previously disclosed the Agreement on the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 26, 2025. In accordance with the terms of the Agreement, the Company acquired (i) 51% of the issued and outstanding share capital of SPO for an aggregate purchase amount of NIS20,000,000.00 (approximately US$5,946,805) and (ii) 51% of the outstanding capital notes of SPO for an aggregate purchase amount of NIS1.00 (approximately US$0.30) (the "Acquisition").

The foregoing description of the Acquisition and the Agreement does not purport to be complete and is qualified in its entirety by the full text of the SPA and the Side Letter, a copy of which are attached hereto as Exhibit 2.1 and Exhibit 2.2, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 29, 2025, Ondas Autonomous Systems Inc. ("OAS"), a subsidiary of the Company entered into that certain Letter Agreement, by and among OAS and the signatories thereto, pursuant to which the maturity date of each of the Notes (as defined below) was amended to January 1, 2026.

As previously disclosed, (i) on October 10, 2024, OAS entered into that certain Securities Purchase Agreement, by and among OAS and a private investor group, including (i) Privet Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the Company and OAS, pursuant to which the private investor group purchased secured convertible promissory notes from OAS in the aggregate amount of $3.5 million (the "October Notes"), and (ii) on December 30, 2024, OAS entered into that certain Securities Purchase Agreement, by and among OAS and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes from OAS in the aggregate amount of $1.7 million (the "December Notes," together with the October Notes, the "Notes").