Ondas Holdings Inc. Announces Filing of Definitive Proxy Statement and Date for Special Meeting of Shareholders Relating to Previously Announced Acquisition of American Robotics, Inc.

NANTUCKET, Massachusetts – () – Ondas Holdings Inc. (NASDAQ: ONDS), developer of its own software-based wireless broadband technology for large established and emerging industrial markets, announced today that it has submitted its final application for a proxy and will hold a special meeting of its shareholders (“Special Meeting”) to consideration and voting on issues related to the proposed acquisition of American Robotics, Inc. (“Transaction”), as disclosed in the proxy’s final statement. The final proxy statement is dated 6 July 2021 and, together with the accompanying proxy card, is first mailed or otherwise delivered to Ondas shareholders on 28 June 2021, the record date for the Special Meeting, on or around 7 July , 2021.

A special meeting of Ondas shareholders will be held on Thursday, August 5, 2021 at 10:00, Eastern Time, at the Nantucket Hotel – Breeze Room, 77 Easton Street, Nantucket, Massachusetts 02554, to consider and vote on the proposals. related to the transaction. Only shareholders of Ondas ordinary shares at the end of the record date are entitled to receive notice and vote at the Special Meeting.

Instructions on how to attend, attend and vote at the special meeting are included in the final declaration of proxy, which is available free of charge on the SEC website at https://www.sec.gov. Ondas encourages you to carefully read the entire power of attorney, including the annexes attached to it and the documents included in it. You should also carefully review the information in the proxy statement under the section entitled “Risk Factors” and the risk factors included in the documents included by reference in the proxy statement.

About Ondas Holdings Inc.

Ondas Holdings Inc., through its wholly owned subsidiary, Ondas Networks Inc., is the developer of its own software-based wireless broadband technology for large established and emerging industrial markets. The standards-based multipatented, software-defined FullMAX radio platform enables MC-IoT applications by overcoming the bandwidth limitations of today’s legacy private licensed wireless networks. Ondas Networks’ customer markets include railways, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose requirements cover a wide range of critical applications. These markets require reliable, secure broadband communication in large and diverse geographical areas, many of which are in challenging radio frequency environments. Customers use the company’s FullMAX technology to deploy their own licensed broadband wireless networks. The company also offers critical network service to mission-critical sites. Ondas Networks’ FullMAX technology supports IEEE 802.16s, the new global standard for privately licensed large-scale industrial networks. For more information, visit www.ondas.com or follow Ondas Networks on Twitter and LinkedIn. The information on our website and social media platforms is not included by reference in this press release or in any of our requests to the US Securities and Exchange Commission (SEC).

All About American Robotics, Inc.

American Robotics, Inc. (American Robotics) is a privately held company focused on the design, development and marketing of industrial solutions for unmanned aerial vehicles for a healthy real-world environment. American Robotics’ Scout System ™ is a highly automated control system for unmanned aerial vehicles, powered by artificial intelligence, capable of continuous operation without supervision and is marketed as a data management service “drone in a box” within Robot-as -aa-service (RAAS) business model. Scout System ™ is the first and only unmanned aerial vehicle system approved by the FAA for Automated Out-of-Range Work (BVLOS) without an on-site operator. American Robotics was founded by leading robotic specialists from Carnegie Mellon and Stanford with a shared vision to bring robotic technology out of the lab and into the real world to solve global challenges. For more information, please visit www.american-robotics.com.

Additional information about the transaction and where to find it

In connection with the transaction, on 6 July 2021, Ondas submitted its final power of attorney to the SEC. Ondas will send the final declaration of proxy and proxy card to each Ondas shareholder who has the right to vote at the shareholders’ meeting related to the Transaction. Investors and shareholders of ONDAS CA PRINT READ THESE MATERIALS (include any modifications or additions theory) and other relevant documents relating to operations, WHICH WILL BE ONDAS RECORDED WITH ECS ANDILING, ANNEKE, ANNEKE, ANNEKE ROBOTICS AND TRANSACTION. The final statement of proxy and other relevant materials related to the transaction (when available), as well as all other documents submitted by Ondas to the SEC, can be obtained free of charge from the SEC website (www.sec.gov) or by visiting the Ondas Investors Section at www.ondas.com. The information contained in or accessible through the websites mentioned in this press release is not incorporated by reference and is not part of this press release.

Participants in the application

Ondas and its directors and executive officers may be considered as participants in the recruitment of proxies by Ondas shareholders in respect of the transaction. A list of the names of these directors and executives and a description of their interests in Ondas are included in the final declaration of proxy related to the transaction and available to www.sec.gov. Additional information regarding the interests of such participants is contained in the final statement of attorney related to the Transaction. Information on Ondas’ directors and CEOs and their ownership of Ondas’ ordinary shares is set out in the trustee’s final statement and in Ondas’ Annual Report on Form 10-K for the year ended 31 December 2020, which was submitted to the SEC. on March 8, 2021. Other information regarding the interests of the participants in the request for a proxy is included in the final statement of proxy related to the Transaction. These documents can be obtained free of charge from the above sources.

No offer or request

This press release does not constitute an offer to sell or a request to buy securities or a request for any vote or approval from Ondas, nor will there be a sale of securities in any country in which such an offer, a request or sale would be illegal prior to registration or qualification under the securities laws of that State. Any offer of securities will be made only through a statutory prospectus that meets the requirements of SEC rules and regulations and applicable law, or in accordance with an applicable exemption from registration requirements.

Statements for the future

Some statements made in this press release that are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act 1995. We warn readers that forward-looking statements are forecasts based on of our current expectations for future events. Examples of forward-looking statements include, but are not limited to, statements made in this press release about the proposed transaction provided for in the final agreement, including the benefits of the transaction, revenue opportunities, expected future financial and operational results and results, including growth expectations and the expected moment of the transaction. The forward-looking statements are neither historical facts nor guarantees of future results. Instead, they are based solely on management’s current beliefs, expectations, and assumptions. As forward-looking statements are forward-looking, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond Ondas’ control. Actual results and results may differ materially from those stated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Significant factors that could lead to significant differences between actual results and those set out in the forward-looking statements include, but are not limited to: (1) the occurrence of an event, change, or other circumstance that could lead to termination of the transaction; (2) the inability to complete the transaction, including due to a lack of approval by Ondas shareholders, necessary regulatory approvals or other conditions for concluding the final agreement; (3) the risk that the transaction violates current plans and operations as a result of the announcement and execution of the transaction; (4) the ability to recognize the expected benefits of the transaction that may be affected, inter alia, by competition, the ability of management to integrate the combined business and activities of the company, and the ability of the parties to retain key employees; (5) transaction costs; (6) risks related to the uncertainty of the pro forma and the forecast financial information regarding the combined company; and (7) other risks and uncertainties identified from time to time in the proxy’s final statement to the SEC relating to the transaction, including those under “Risk Factors” therein, as well as in other Ondas documents to the SEC. Ondas warns that the above list of factors is not exhaustive. Ondas warns readers not to rely unnecessarily on any forward-looking statements that speak only to the date they were made. Ondas makes no commitment or commitment to publish any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in the events, conditions or circumstances on which such statement is based, regardless of whether the result of new information, future events or otherwise, unless required by applicable law. Neither Ondas nor American Robotics give any assurances that the merged company will meet its expectations after the deal.

Source: Ondas Holdings Inc.