false
0001646188
0001646188
2025-10-29
2025-10-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
October 29, 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 7.01 Regulation
FD Disclosure
On October 29, 2025,
Ondas Holdings Inc. (the “Company”) issued an investor fact sheet regarding the Acquisition (as defined below). A copy of
the fact sheet is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
Item
8.01. Other Events
Also on October 29, 2025,
the Company issued a press release announcing the acquisition of a controlling interest in Insight Intelligent Sensors, an Israeli developer
of AI-driven electro-optical sensing systems (the “Acquisition”). A copy of the press release is attached as Exhibit 99.2
and incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits. The following exhibits are being filed with this Current
Report on Form 8-K.
| Exhibit No. |
|
Description |
| 99.1 |
|
Fact Sheet, dated October 29, 2025. |
| 99.2 |
|
Press Release, dated October 29, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 29, 2025 |
ONDAS HOLDINGS INC. |
| |
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
