SCHEDULE 13D/A: Ondas Holdings Insider Entities Adjust Stake Through Charitable Warrant Assignment

Sentiment:

Beneficial Ownership Amendment 4 January 2025 2:28 AM

An amendment to a Schedule 13D filing reveals that entities associated with Joseph V. Popolo have reduced their beneficial ownership in Ondas Holdings Inc. by assigning a warrant for 1,000,000 shares as a charitable gift.

Summary

Charles & Potomac Capital, LLC and Joseph V. Popolo filed Amendment No. 4 to their Schedule 13D regarding Ondas Holdings Inc. common stock.
The amendment reports a change in beneficial ownership due to the assignment of a warrant to acquire 1,000,000 shares of Ondas Holdings Inc. common stock.
The warrant, with an exercise price of $0.89 per share, was assigned by Stage 1 Growth Fund, LLC Series WAVE (SPV) to The Popolo Family Fund at the Catholic Foundation of Dallas.
This assignment was explicitly stated as a charitable gift, made for no consideration.
As a direct result of this assignment, the reporting persons (Charles & Potomac Capital, LLC and Joseph V. Popolo) cease to be the beneficial owners of these 1,000,000 shares.
Charles & Potomac Capital, LLC now beneficially owns an aggregate of 6,215,286 shares, which represents 6.59% of the outstanding common stock.
Joseph V. Popolo beneficially owns an aggregate of 7,599,531 shares, representing 8.32% of the outstanding common stock, which includes his sole ownership and shared ownership through Charles & Potomac Capital, LLC.
The beneficial ownership percentages are calculated using 91,325,029 shares of common stock outstanding as of December 31, 2024, plus 3,032,042 shares issuable upon the exercise of the remaining warrants.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a routine amendment to beneficial ownership due to a charitable gift, which is neither inherently positive nor negative for the company's operational or financial performance. It simply reflects a change in an insider's stake.

Future Outlook

Industry Context

Related Party Transactions

The assignment of a warrant from Stage 1 Growth Fund, LLC Series WAVE (SPV), an entity associated with Joseph V. Popolo, to The Popolo Family Fund at the Catholic Foundation of Dallas, also associated with Joseph V. Popolo, constitutes a related party transaction.

Stakeholder Impact

Shareholders: The beneficial ownership percentage of key insiders (Charles & Potomac Capital, LLC and Joseph V. Popolo) has decreased slightly due to the charitable gift. This is generally viewed as a neutral event, as it is not a sale for profit but a disposition for philanthropic purposes.
The Popolo Family Fund at the Catholic Foundation of Dallas: This entity directly benefits from the charitable gift of the warrant, potentially increasing its financial resources.

Key Dates

Date	Description
July 9, 2023	Date of Preferred Stock Purchase Agreement between Ondas Networks and Stage 1 Growth Fund, LLC Series WAVE (SPV).
July 21, 2023	Date of Amendment to Preferred Stock Purchase Agreement between Ondas Networks and SPV, and Registration Rights Agreement between Issuer and SPV.
August 11, 2023	Date of Registration Rights Agreement between Issuer and SPV.
August 16, 2023	Date of Issuer's Current Report on Form 8-K filing referenced for Warrant form and Registration Rights Agreement.
August 29, 2023	Date of original Schedule 13D filing by the Reporting Persons.
November 24, 2023	Date of Amendment No. 1 to Schedule 13D filing.
February 15, 2024	Date of Prospectus Supplement to the Prospectus referenced in the filing.
February 26, 2024	Date of Form of Securities Purchase Agreement and Form of Preferred Stock Purchase Agreement between Ondas Networks, Charles & Potomac Capital, LLC and other purchasers.
February 28, 2024	Date of Amendment No. 2 to Schedule 13D filing.
May 31, 2024	Date of Assignment by SPV with respect to the Warrant and Subsequent Warrant (referenced from Amendment No. 3).
June 4, 2024	Date of Amendment No. 3 to Schedule 13D filing.
December 31, 2024	Date of the event (Warrant Assignment) which requires the filing of this statement; also the date of the Prospectus Supplement filing by Ondas Holdings Inc. with the SEC.
January 3, 2025	Signature date of the current Schedule 13D/A filing.
July 21, 2028	Expiration date of the primary Warrant exercisable at $0.89 per share.
February 26, 2029	Expiration date of the February 2024 Warrant exercisable at $1.26 per share.

Recommendation

hold

Keywords

Ondas Holdings Inc., ONDS, Schedule 13D/A, beneficial ownership, warrant assignment, charitable gift, insider ownership, SEC filing, common stock

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