Ondas Inc. (NASDAQ: ONDS) registers 1,928,532 Sentry CS shares for resale

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement covering the potential resale from time to time by certain stockholders of 1,928,532 shares of its common stock. These shares were originally issued when Ondas acquired 100% of the share capital of Sentry CS Ltd., an Israeli company, in November 2025.

The company notes that the original issuances of these shares were exempt from Securities Act registration under Regulation S and Regulation D. Ondas also filed a legal opinion from Snell & Wilmer L.L.P., its Nevada counsel, confirming the legality of the shares, along with the related consent as exhibits.

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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) March 26, 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 March 26, 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 1,928,532 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., the Company's Nevada counsel, 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. (Nevada Counsel)
23.1		Consent of Snell & Wilmer L.L.P. (Nevada Counsel) (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: March 26, 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 its March 26, 2026 8-K?

Ondas Inc. disclosed that it filed a prospectus supplement covering the potential resale of 1,928,532 shares of common stock by certain stockholders. These shares were issued in connection with its acquisition of Sentry CS Ltd. and are now included under an effective Form S-3ASR.

How many Ondas Inc. (ONDS) shares are covered by the new prospectus supplement?

The prospectus supplement covers the potential resale of 1,928,532 shares of Ondas Inc. common stock. These shares were previously issued to stockholders in connection with the acquisition of Sentry CS Ltd. and are now registered for resale from time to time by those holders.

Why were the 1,928,532 Ondas Inc. (ONDS) shares originally issued to the selling stockholders?

The 1,928,532 shares were issued to certain stockholders as consideration for Ondas Inc.’s acquisition of 100% of the issued and outstanding share capital of Sentry CS Ltd. The transaction involved stock-based consideration rather than a simple cash purchase structure.

Under what regulations were the Ondas Inc. (ONDS) shares originally issued exempt from registration?

Ondas Inc. states that the issuances of the shares described were exempt from Securities Act registration in accordance with Regulation S and Regulation D. These exemptions apply to certain private and offshore offerings that meet specified conditions under U.S. securities laws.

What legal opinion did Ondas Inc. (ONDS) file related to the 1,928,532 shares?

Ondas Inc. filed a legal opinion from Snell & Wilmer L.L.P., its Nevada counsel, addressing the legality of the 1,928,532 shares covered by the prospectus supplement. The related consent of the firm is also included as an exhibit within the same filing package.

Which registration statement does the Ondas Inc. (ONDS) prospectus supplement relate to?

The prospectus supplement filed by Ondas Inc. relates to an effective registration statement on Form S-3ASR with File No. 333-290121. It specifically covers the resale from time to time by certain stockholders of 1,928,532 shares of the company’s common stock.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL) 13.9 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB