How is the Mistral, Inc. acquisition related to the Ondas share resale?

The 2,264,491 Ondas Inc. shares being registered for resale were issued to certain stockholders as part of the consideration for acquiring Mistral, Inc. The prospectus supplement allows those stockholders to resell their Ondas shares from time to time under an effective registration.

Ondas (NASDAQ: ONDS) files prospectus for 2.26M-share resale

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement covering the potential resale of 2,264,491 shares of its common stock. These shares were originally issued to certain stockholders in connection with Ondas’s acquisition of Mistral, Inc., a Delaware corporation, completed earlier and previously disclosed.

The company notes that the original issuances of these shares were exempt from Securities Act registration under Regulation D. The filing also attaches a legal opinion from Snell & Wilmer L.L.P., Ondas’s Nevada counsel, confirming the legality of the shares being registered for resale.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares registered for resale: 2,264,491 shares

1 metrics

Shares registered for resale 2,264,491 shares Covered by prospectus supplement to Form S-3ASR

Key Terms

prospectus supplement, Form S-3ASR, resale, Regulation D, +1 more

5 terms

prospectus supplement regulatory

"filed with the U.S. Securities and Exchange Commission a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Form S-3ASR regulatory

"its effective registration statement on Form S-3ASR (File No. 333-290121)"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

resale financial

"covering the resale from time to time by certain stockholders of 2,264,491 shares"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

Regulation D regulatory

"are exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

legal opinion regulatory

"A copy of the legal opinion of Snell & Wilmer L.L.P., the Company’s Nevada counsel"

Understanding 8-K Material Events →

05/18/2026 - 08:31 AM

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 18, 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 are 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 18, 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 2,264,491 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. As previously disclosed on April 24, 2026, such stockholders acquired the Shares in connection with the Company’s acquisition of Mistral, 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 18, 2026	ONDAS INC.

	By:	/s/ Eric Brock
		Eric A. Brock
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Ondas Inc. (ONDS) disclose in its latest 8-K?

Ondas Inc. disclosed that it filed a prospectus supplement to an effective Form S-3ASR registration statement, covering the resale of 2,264,491 common shares issued in its acquisition of Mistral, Inc. The filing also includes a supporting legal opinion from its Nevada counsel.

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

The prospectus supplement covers the potential resale of 2,264,491 shares of Ondas Inc. common stock. These shares were previously issued to certain stockholders as consideration in the company’s acquisition of Mistral, Inc., a Delaware corporation acquired earlier and already disclosed.

Why were the Ondas Inc. shares originally issued without SEC registration?

Ondas Inc. states that the issuances of the 2,264,491 shares were exempt from Securities Act registration under Regulation D. Regulation D allows private placements of securities to certain investors without full public registration, subject to specific conditions and disclosure requirements.

What legal opinion did Ondas Inc. provide with this 8-K filing?

Ondas Inc. included a legal opinion from Snell & Wilmer L.L.P., its Nevada counsel, as Exhibit 5.1. The opinion addresses the legality of the 2,264,491 Ondas common shares covered by the resale prospectus supplement filed under the company’s Form S-3ASR registration.

Filing Exhibits & Attachments

4 documents