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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) May 1, 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 D thereunder.
Item
8.01. Other Events
On
May 1, 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 4,001 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. As previously disclosed
on April 1, 2026, such stockholders acquired the Shares in connection with the Company’s acquisition of World View Enterprises
Inc., a Delaware corporation. 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) |
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: May
1, 2026 |
ONDAS
INC. |
| |
|
| |
By: |
/s/
Eric Brock |
| |
|
Eric
A. Brock |
| |
|
Chief
Executive Officer |
