Ondas Holdings Inc. SEC Filings

Ondas Inc. reported that it will host a virtual Investor Day on January 16, 2026 at 10:00 a.m. Eastern Time. In connection with this event, the company is providing unaudited, preliminary select financial results for 2025 and sharing revenue targets for 2026, as described in an accompanying press release furnished as an exhibit. The company notes that these preliminary figures do not include all information needed to fully understand its financial condition or results of operations for the quarter and full year ended December 31, 2025, and characterizes the forward-looking information as subject to risks and uncertainties discussed in its prior SEC reports.

Ondas Inc. changed its corporate name from Ondas Holdings Inc. to Ondas Inc. by filing an amendment to its Amended and Restated Articles of Incorporation with the Nevada Secretary of State on January 15, 2026. The amendment became effective on January 16, 2026.

Effective the same day, the company also amended its bylaws, its 2018 Equity Incentive Plan, its 2021 Stock Incentive Plan, and other corporate governance documents so they all reflect the new Ondas Inc. name.

Ondas Holdings Inc. disclosed that it has closed an approximately $1 billion registered direct offering, as announced in a press release dated January 12, 2026. The company filed a current report to note the completion of this capital markets transaction and to provide investors with access to the related press release as an exhibit. The filing emphasizes the closing of the offering rather than detailed terms, directing readers to the attached press release for full information.

Ondas Holdings Inc. entered into a placement agent agreement with Oppenheimer & Co. and a securities purchase agreement with institutional investors for a large equity Offering. The company is offering 19,000,000 shares of common stock or, in lieu of shares, pre-funded warrants to purchase up to 41,790,274 shares, together with common warrants to purchase 121,580,548 shares of common stock. Each share (or pre-funded warrant) is sold with accompanying common warrants at an Offering price of $16.45, with the common warrants exercisable at $28.00 per share for seven years.

Ondas expects net proceeds of approximately $959.2 million, after fees and expenses and excluding any warrant exercise proceeds. If all common warrants are exercised on a cash basis, the company could receive an additional approximately $3.4 billion in gross proceeds. Ondas plans to use the net proceeds for corporate development and strategic growth, including acquisitions, joint ventures and investments. The Offering is expected to close on or about January 12, 2026, subject to customary closing conditions.

Ondas Holdings has filed a preliminary prospectus supplement for a primary offering of common stock, pre-funded warrants and common warrants. Each share or pre-funded warrant will be sold together with common warrants for additional common stock, and the filing also covers the shares issuable on warrant exercise. The company plans to use net proceeds for corporate development and strategic growth, including acquisitions, joint ventures and investments.

Ondas operates two main segments: Ondas Networks, which supplies mission-critical private wireless MC-IoT networking solutions, and Ondas Autonomous Systems, which provides autonomous drone and ground robotics platforms for defense, security and industrial markets. In October 2025, Ondas completed an underwritten offering of common stock and pre-funded warrants with accompanying warrants, generating approximately $407.2 million in net proceeds. On November 17, 2025, it acquired 100% of Sentry CS Ltd for an aggregate purchase price of $225 million in cash and stock. As of January 8, 2026, Ondas had 385,766,027 shares of common stock outstanding.

Ondas Holdings is conducting a primary offering of 19,000,000 shares of common stock, pre-funded warrants to purchase 41,790,274 shares, and common warrants to purchase up to 121,580,548 shares. Each common share and its two attached common warrant shares, and each pre-funded warrant and its two attached common warrant shares, are priced at $16.45 per unit, with common warrants exercisable at $28.00 per share for seven years. The company expects gross proceeds of $999,995,828 and net proceeds of about $959.2 million, which it plans to use for corporate development and strategic growth, including acquisitions, joint ventures and investments. Ondas recently completed a $407.2 million October offering and a $225 million acquisition of Sentry CS Ltd to expand its autonomous and security technology portfolio, and notes that new investors will experience immediate dilution.

Ondas Holdings Inc. disclosed preliminary, unaudited financial information for its newly acquired Israeli subsidiary, Sentry CS Ltd, to give more detail on Sentry’s recent performance. For the year ended December 31, 2024, Sentry reported unaudited sales of $11,348 thousand, gross profit of $8,157 thousand, and a net loss of $13,514 thousand. For the six months ended June 30, 2025, Sentry reported unaudited sales of $10,979 thousand, gross profit of $8,252 thousand, and a net loss of $4,543 thousand. As of June 30, 2025, Sentry’s unaudited balance sheet showed total assets of $9,522 thousand, total liabilities of $9,615 thousand, and shareholders’ deficiency of $93 thousand. The company stresses these figures are preliminary, have not been reviewed or audited, and may change as closing procedures are completed.

An Ondas Holdings insider has filed a Rule 144 notice to sell 300,000 shares of common stock through Morgan Stanley Smith Barney, with an aggregate market value of $4,263,000.00. These shares are to be sold on or about 01/08/2026 on the NASDAQ, and relate to an equal number of shares acquired the same day via a stock option exercise paid in cash.

Ondas had 368,459,664 common shares outstanding at the time referenced. Over the prior three months, the same seller, Ron Stern, reported several additional common stock sales, including blocks of 850,000, 750,000, and 400,000 shares, with gross proceeds ranging from about $1,071,000.00 to $6,766,080.00. By signing the notice, the seller represents they are not aware of undisclosed material adverse information about Ondas.

Ondas Holdings Inc. filed a prospectus supplement to an effective Form S-3ASR registration statement covering the resale from time to time by certain stockholders of 1,671,899 shares of its common stock. These shares were previously issued to those stockholders in connection with Ondas’ acquisition of 100% of the issued and outstanding share capital of Sentry CS Ltd., an Israeli company. The prior issuances of these shares were made as unregistered sales under exemptions from the Securities Act in accordance with Regulation S and Regulation D. The company also filed a legal opinion from Snell & Wilmer L.L.P. regarding the validity of the shares.