[8-K] Ondas Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Ondas Holdings Inc. (ONDS) has scheduled a Special Meeting of Stockholders for November 20, 2025, at 10:00 a.m. Eastern Time at One Marina Park Drive, Suite 1410, Boston, MA 02210. Stockholders will consider and vote on a charter amendment proposal and an incentive plan amendment proposal, as described in the definitive proxy statement filed on October 20, 2025.

Only stockholders of record as of October 8, 2025 are entitled to vote at the meeting, either in person or by proxy. Proxies already submitted remain valid for the postponed meeting unless revoked, so most investors do not need to take further action. Stockholders who want help voting or changing their proxy can contact the company’s proxy solicitor, Alliance Advisors, LLC, at (855) 325-6668.

Insights

Corporate Governance Analyst

Announcement of a special meeting to vote on charter and incentive plan amendments; details remain in the prior proxy.

Ondas Holdings Inc. has scheduled a Special Meeting of Stockholders for November 20, 2025, at 10:00 a.m. Eastern Time, at its Boston office. The agenda is limited to a charter amendment proposal and an incentive plan amendment proposal, both already described in the definitive proxy statement filed on October 20, 2025. Only holders of record as of October 8, 2025 are entitled to vote, either in person or by proxy.

Previously submitted proxies will remain valid for the meeting unless revoked, which stabilizes the voting process and avoids the need for most holders to take new action. The company has also engaged Alliance Advisors, LLC, as proxy solicitor, with a dedicated phone line for voting assistance, which supports quorum and participation. The filing does not describe the substance of the charter or incentive plan amendments, so the specific governance or dilution effects cannot be assessed from this document alone.

The key item to watch is the outcome of the vote on the charter and incentive plan amendments at the meeting on November 20, 2025. The results will indicate whether stockholders approve the proposed changes already outlined in the prior proxy materials, and any concrete impact will only be clear once those voting results and any follow‑on 8‑K or amendments are filed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 18, 2025

Ondas Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-39761		47-2615102
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Marina Park Drive, Suite 1410, Boston, MA 02210

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (888) 350-9994

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock par value $0.0001		ONDS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Special Meeting of Stockholders – Thursday, November 20, 2025

Ondas Holdings Inc. (the “Company”) will hold its Special Meeting of Stockholders (the “Meeting”) for the purpose of considering and voting on a charter amendment proposal and incentive plan amendment proposal, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 20, 2025, on Thursday, November 20, 2025, at 10:00 a.m. Eastern Time. The Meeting will continue to be held at One Marina Park Drive, Suite 1410, Boston, MA 02210.

Only stockholders of record, as of the record date, October 8, 2025 (the “Record Date”), are entitled to vote at the Meeting, either in person or by proxy. Proxies previously submitted in respect of the Meeting will be voted at the postponed Meeting unless properly revoked, and shareholders who have previously submitted a proxy or otherwise voted need not take any further action.

Stockholders who need assistance in submitting their proxy or voting their shares should call the Company’s proxy solicitor, Alliance Advisors, LLC, at (855) 325-6668.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 18, 2025	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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FAQ

What is Ondas Holdings Inc. (ONDS) announcing in this 8-K?

Ondas Holdings Inc. is announcing details of its upcoming Special Meeting of Stockholders, including the date, time, location, and the proposals to be voted on, which are a charter amendment proposal and an incentive plan amendment proposal.

When and where is the Ondas Holdings (ONDS) Special Meeting of Stockholders?

The Special Meeting of Stockholders will be held on Thursday, November 20, 2025, at 10:00 a.m. Eastern Time at One Marina Park Drive, Suite 1410, Boston, MA 02210.

What proposals will ONDS stockholders vote on at the November 20, 2025 meeting?

Stockholders will vote on two items: a charter amendment proposal and an incentive plan amendment proposal, both described in Ondas Holdings’ definitive proxy statement filed on October 20, 2025.

Who is entitled to vote at the Ondas Holdings (ONDS) Special Meeting?

Only stockholders of record as of the record date of October 8, 2025 are entitled to vote at the Special Meeting, either in person or by proxy.

Do ONDS stockholders need to resubmit their proxies for the Special Meeting?

No. Proxies previously submitted in respect of the Special Meeting will be voted at the postponed meeting unless properly revoked, so stockholders who have already voted generally do not need to take any further action.

How can Ondas Holdings (ONDS) stockholders get help voting their shares?

Stockholders who need assistance submitting their proxy or voting their shares can contact the company’s proxy solicitor, Alliance Advisors, LLC, by calling (855) 325-6668.

Where can ONDS investors find more information about the proposals?

Details about the charter amendment proposal and the incentive plan amendment proposal are provided in Ondas Holdings’ definitive proxy statement filed with the SEC on October 20, 2025.