Sentry CS results outlined by Ondas Holdings (NASDAQ: ONDS) after deal

Rhea-AI Filing Summary

Ondas Holdings Inc. discloses preliminary, unaudited historical financial information for recently acquired Sentry CS Ltd. Sentry’s sales were $11,348 thousand for the year ended December 31, 2024, with a net loss of $13,514 thousand. For the six months ended June 30, 2025, sales were $10,979 thousand and net loss was $4,543 thousand.

As of December 31, 2024, Sentry reported total assets of $9,350 thousand, total liabilities of $14,556 thousand, and a shareholders’ deficiency of $(5,206) thousand. As of June 30, 2025, total assets were $9,522 thousand, liabilities $9,615 thousand, and shareholders’ deficiency narrowed to $(93) thousand. The company notes these figures are unaudited, preliminary and subject to change, and that pro forma combined financials will be filed later under SEC rules.

Insights

Equity research analyst

Ondas reveals that Sentry adds revenue scale but with recent operating losses and a thin equity base.

Ondas Holdings Inc. completed its acquisition of Sentry CS Ltd on November 17, 2025 and is now providing Sentry’s standalone historical figures. Sentry generated sales of $11,348 thousand in 2024 and $10,979 thousand in the first half of 2025, but reported net losses of $13,514 thousand and $4,543 thousand over those periods, respectively. This indicates a business with meaningful gross profit but a cost structure that currently exceeds revenue.

On the balance sheet, Sentry showed a shareholders’ deficiency of $(5,206) thousand at year-end 2024, improving to a deficiency of $(93) thousand by June 30, 2025, alongside relatively stable total assets around $9,500 thousand. That shift suggests liabilities and equity positions changed significantly ahead of the acquisition, which may influence how the combined balance sheet looks once Ondas files required pro forma financials under Regulation S-X.

The company emphasizes these Sentry numbers are unaudited, preliminary and subject to closing adjustments, and that historical results may differ from future performance once integrated. Investors will get a clearer picture of the transaction’s impact when Ondas files Sentry’s full historical financial statements and the unaudited pro forma information no later than 71 days after the initial acquisition report was due.

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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 9, 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 7.01. Regulation FD Disclosure.

On November 17, 2025, Ondas Holdings Inc. (the “Company”), completed the previously announced acquisition of Sentry CS Ltd, a company organized under the laws of the State of Israel (“Sentry”), pursuant to the Share Purchase Agreement, dated as of November 3, 2025 (the “Agreement”), by and among the Company, Sentry, Sentry’s shareholders listed on Exhibit B thereto (the “Sentry Shareholders”), and Sagitta Holdco SARL, a private limited liability company organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 15, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B268651, solely in its capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement).

Sentry’s summary consolidated financial information for the year ended December 31, 2024 below are derived from Sentry’s unaudited consolidated financial statements. The summary consolidated financial information for the six months ended June 30, 2025 are derived from Sentry’s unaudited condensed consolidated financial statements. These amounts are unaudited and preliminary and are subject to completion of financial closing procedures, including the completion of Sentry’s management’s reviews. The preliminary financial data included in this Current Report on Form 8-K have been prepared by, and are the responsibility of, Sentry’s management team. Sentry’s independent auditors have not yet audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the unaudited preliminary financial data. Accordingly, Sentry’s independent auditors do not express an opinion or any other form of assurance with respect thereto. It is possible that Sentry may identify items that require adjustments to the financial information set forth below. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods. Accordingly, you should not place undue reliance on these preliminary estimates. These preliminary estimates should be read together with the sections titled “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission (the “SEC”).

The statement of operations data and balance sheet data for Sentry presented below may be different from those that would have resulted had Sentry been operated as part of the Company’s business as of the time periods referred to above and different from those that may result in the future from Sentry being operated as a part of the Company’s business.

The Company is also not providing unaudited pro forma financial information with respect to the combined entity following the closing of the acquisition of Sentry on November 17, 2025 in accordance with Regulation S-X published by the SEC because the Company is not yet required to do so under such regulations. The Company will file with the SEC historical financial statements with respect to Sentry as well as unaudited pro forma financial information presented in accordance with the requirements of Regulation S-X no later than 71 days after the date that the initial report on Form 8-K disclosing the completion of the acquisition of Sentry was required to be filed. 

		Year Ended December 31, 2024				Six Months Ended June 30, 2025
($ in thousands)		(unaudited)				(unaudited)
Statement of operations data:
Sales		$	11,348			$	10,979
Gross profit			8,157				8,252
Net loss			13,514				4,543

		As of December 31, 2024				As of June 30, 2025
($ in thousands)		(unaudited)				(unaudited)
Balance sheet data:
Total assets		$	9,350			$	9,522
Total liabilities			14,556				9,615
Total shareholders’ deficiency			(5,206	)			(93	)

The information furnished pursuant to this Item 7.01 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.

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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: January 9, 2026	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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FAQ

What acquisition does Ondas Holdings (ONDS) discuss in this 8-K?

Ondas Holdings Inc. describes its completed acquisition of Sentry CS Ltd, an Israeli company, under a Share Purchase Agreement dated November 3, 2025, with closing on November 17, 2025.

What were Sentry CS Ltd’s 2024 sales and net loss disclosed by Ondas (ONDS)?

For the year ended December 31, 2024, Sentry reported sales of $11,348 thousand and a net loss of $13,514 thousand, based on unaudited consolidated financial statements.

How did Sentry perform in the first half of 2025 according to Ondas (ONDS)?

For the six months ended June 30, 2025, Sentry recorded sales of $10,979 thousand and a net loss of $4,543 thousand, using unaudited condensed consolidated financial data.

What does the 8-K say about Sentry’s balance sheet and shareholders’ equity?

As of December 31, 2024, Sentry had total assets of $9,350 thousand, liabilities of $14,556 thousand, and shareholders’ deficiency of $(5,206) thousand. As of June 30, 2025, assets were $9,522 thousand, liabilities $9,615 thousand, and shareholders’ deficiency $(93) thousand.

Are Sentry CS Ltd’s financial figures in the Ondas (ONDS) filing audited?

No. The filing states that Sentry’s 2024 and first-half 2025 financial data are unaudited, preliminary and subject to change, and Sentry’s independent auditors have not provided assurance on them.

Will Ondas Holdings (ONDS) provide pro forma financials including Sentry CS Ltd?

Yes. Ondas states it will file historical financial statements for Sentry and unaudited pro forma financial information in accordance with Regulation S-X no later than 71 days after the date the initial acquisition report was required to be filed.