Ondas Holdings Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On June 3, 2024, we issued a warrant to purchase 662,723 shares of common stock, par value $0.0001 per share (“Common Stock”) to a consultant in consideration for services under a consulting agreement, at an exercise price of $0.72 (the “June Warrant”). The Consultant Warrant has an expiration date of June 3, 2029.

On June 21, 2024, we entered into a Services Agreement with AM Consulting pursuant to which AM Consulting agreed to provide us consulting services as set forth in a statement of work (“Statement of Work”). Pursuant to the Statement of Work, AM Consulting shall provide staff resources to perform CFO services for (i) $40,000 per month and (ii) warrants to purchase 90,910 shares of Common Stock, at an exercise price of $0.66 (the “Consulting Warrants”). The Consultant Warrants have an expiration date of June 21, 2029.

We relied on exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act, with respect to the issuance of the June Warrant and Consultant Warrants.