Ondas (NASDAQ: ONDS) details 1,622,607-share resale filing

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement to an effective shelf registration statement on Form S-3ASR covering the potential resale, from time to time, by certain stockholders of 1,622,607 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 company notes that the original issuance of these shares was exempt from Securities Act registration under Regulation S and Regulation D. A legal opinion from Snell & Wilmer L.L.P. regarding the validity of the shares is filed as an exhibit.

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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) January 22, 2026

Ondas 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.)

222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401

(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 3.02 Unregistered Sales of Equity Securities.

The disclosure included in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of the Shares (as defined below) in Item 8.01 below is exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation S and Regulation D thereunder.

Item 8.01 Other Events.

On January 22, 2026, Ondas Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission a prospectus supplement to its effective registration statement on Form S-3ASR (File No. 333-290121) covering the resale from time to time by certain stockholders of 1,622,607 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. As previously disclosed on November 17, 2025, such stockholders acquired the Shares in connection with the Company’s acquisition of 100% of the issued and outstanding share capital of Sentry CS Ltd., a company organized under the laws of the State of Israel. A copy of the legal opinion of Snell & Wilmer L.L.P. relating to the legality of the Shares is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Snell & Wilmer L.L.P.
23.1		Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1).
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: January 22, 2026	ONDAS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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FAQ

What did Ondas Inc. (ONDS) disclose in this 8-K filing?

Ondas Inc. disclosed that it filed a prospectus supplement to an effective Form S-3ASR registration statement to cover the potential resale of 1,622,607 shares of its common stock by certain stockholders.

How many Ondas Inc. shares are covered by the new resale prospectus?

The prospectus supplement covers the potential resale of 1,622,607 shares of Ondas Inc. common stock, par value $0.0001 per share.

Where did the 1,622,607 Ondas Inc. shares originally come from?

The 1,622,607 shares were acquired by certain stockholders in connection with Ondas Inc.’s acquisition of 100% of the issued and outstanding share capital of Sentry CS Ltd., a company organized under the laws of the State of Israel.

What securities law exemptions applied to the original issuance of the Ondas shares?

The original issuance of the shares described in Item 8.01 was stated to be exempt from Securities Act registration requirements under Regulation S and Regulation D.

What legal opinions were filed with this Ondas Inc. 8-K?

Ondas Inc. filed an opinion of Snell & Wilmer L.L.P. regarding the legality of the shares as Exhibit 5.1, along with a related consent included in that exhibit.

Does this Ondas Inc. filing relate to a prior acquisition?

Yes. The shares covered by the resale prospectus were issued to stockholders in connection with Ondas Inc.’s previously disclosed acquisition of Sentry CS Ltd.