Ondas files resale prospectus for 1.67M shares

Ondas Holdings Inc. filed a prospectus supplement covering the potential resale from time to time by certain stockholders of 1,671,899 shares of its common stock.

Rhea-AI Filing Summary

Ondas Holdings Inc. filed a prospectus supplement covering the potential 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 all of the issued and outstanding share capital of Sentry CS Ltd., an Israel-based company. The shares have been issued in transactions exempt from registration under the Securities Act in accordance with Regulation S and Regulation D. The supplement is filed under Ondas’ effective automatic shelf registration statement on Form S-3ASR, and a legal opinion from Snell & Wilmer L.L.P. on the validity of the shares is included as an exhibit.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

Ondas Holdings disclosed that it filed a prospectus supplement under its effective Form S-3ASR registration statement to cover the resale from time to time by certain stockholders of 1,671,899 shares of its common stock.

How many Ondas Holdings shares are covered by the new prospectus supplement?

The prospectus supplement covers the potential resale of 1,671,899 shares of Ondas Holdings Inc. common stock.

Where did the 1,671,899 Ondas Holdings shares originally come from?

The 1,671,899 shares were acquired by certain stockholders in connection with Ondas Holdings Inc.’s acquisition of 100% of the issued and outstanding share capital of Sentry CS Ltd.

Under which registration statement was the Ondas resale prospectus filed?

The prospectus supplement was filed under Ondas Holdings Inc.’s effective registration statement on Form S-3ASR, File No. 333-290121.

What exemptions from registration applied when Ondas issued the Sentry CS acquisition shares?

The issuance of the shares in connection with the Sentry CS Ltd. acquisition was exempt from registration under the Securities Act pursuant to Regulation S and Regulation D.

What legal opinion is included with this Ondas Holdings 8-K?

The filing includes as an exhibit a legal opinion from Snell & Wilmer L.L.P. addressing the legality of the shares covered by the prospectus supplement, along with their consent.

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Accepted by SEC EDGAR 01/08/2026 - 09:24 AM Learn about SEC filing dates

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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 8, 2026

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.)

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 8, 2026, Ondas Holdings 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 1,671,899 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 8, 2026	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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