Ondas Inc. (NASDAQ: ONDS) appoints BDO as new auditor for 2026

Rhea-AI Filing Summary

Ondas Inc. changed its independent auditor, with the Audit Committee approving the dismissal of Rosenberg Rich Baker Berman, P.A. effective after completion of the audit of the 2025 financial statements and the filing of the 2025 Form 10-K. The company states that RRBB’s audit reports for 2023 and 2024 contained no adverse or disclaimed opinions and were not qualified, other than an explanatory paragraph about substantial doubt regarding Ondas Inc.’s ability to continue as a going concern. The company reports no disagreements or reportable events with RRBB under SEC rules and has requested a confirming letter filed as an exhibit. The Audit Committee has engaged BDO USA, P.C. as independent auditor for the fiscal year ending December 31, 2026 and indicates there were no prior consultations with BDO on accounting or audit matters covered by SEC disclosure requirements.

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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 17, 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 4.01 Changes in Registrant’s Certifying Accountant

Following an extensive evaluation process, on January 17, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Ondas Inc. (the “Company”) approved the dismissal of Rosenberg Rich Baker Berman, P.A. (“RRBB”) as the Company’s independent registered public accounting firm effective upon completion by RRBB of its audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 and the filing of the Company’s 2025 Annual Report on Form 10-K (the “Effective Date”). On January 20, 2026, the Audit Committee notified RRBB of the dismissal as of the Effective Date.

RRBB’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2023 and December 31, 2024, and the subsequent interim periods through the date of this report, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and RRBB on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to RRBB’s satisfaction, would have caused RRBB to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that RRBB furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of RRBB’s letter, dated January 20, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Following an extensive evaluation process, on January 17, 2026, the Audit Committee approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. On January 20, 2026, the Audit Committee entered into an engagement letter with BDO for BDO to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026.

During the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period through the date of this report, neither the Company nor anyone acting on its behalf has consulted with BDO regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Rosenberg Rich Baker Berman, P.A. dated January 20, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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 20, 2026	ONDAS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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FAQ

What auditor change did ONDS disclose in this 8-K?

Ondas Inc. disclosed that its Audit Committee approved the dismissal of Rosenberg Rich Baker Berman, P.A. as its independent registered public accounting firm, effective after completion of the audit of the 2025 financial statements and the filing of the 2025 Form 10-K, and approved the engagement of BDO USA, P.C. as the independent auditor for the fiscal year ending December 31, 2026.

Were there any disagreements between Ondas Inc. (ONDS) and its former auditor RRBB?

The company reports that during the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim periods through the date of the report, there were no disagreements with RRBB on accounting principles or practices, financial statement disclosure, or auditing scope or procedure, and no reportable events as defined under Item 304 of Regulation S-K.

Did RRBB issue any going concern language for ONDS in prior years?

Yes. RRBB’s reports on Ondas Inc.’s consolidated financial statements for the years ended December 31, 2023 and December 31, 2024 included an explanatory paragraph stating there was substantial doubt about the company’s ability to continue as a going concern.

When does the dismissal of RRBB as Ondas Inc.’s auditor become effective?

The dismissal of Rosenberg Rich Baker Berman, P.A. becomes effective upon completion of its audit of Ondas Inc.’s consolidated financial statements for the fiscal year ended December 31, 2025 and the filing of the company’s 2025 Annual Report on Form 10-K.

Did Ondas Inc. consult with BDO before appointing it as auditor?

The company states that during the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period through the date of the report, neither Ondas Inc. nor anyone acting on its behalf consulted with BDO USA, P.C. on the application of accounting principles to specific transactions, the type of audit opinion that might be issued, or any matters that would be considered disagreements or reportable events under SEC rules.

What exhibit related to the auditor change did ONDS file?

Ondas Inc. filed as Exhibit 16.1 a letter from Rosenberg Rich Baker Berman, P.A., dated January 20, 2026, addressed to the Securities and Exchange Commission regarding its agreement or disagreement with the company’s disclosure about the auditor change.