What legal opinion did Ondas (ONDS) file with this resale-related disclosure?

Ondas filed a legal opinion from Snell & Wilmer L.L.P., its Nevada counsel, as Exhibit 5.1. The opinion addresses the legality of the 2,535,496 common shares covered by the prospectus supplement, and a related consent is included as Exhibit 23.1.

Ondas (NASDAQ: ONDS) files supplement for 2,535,496-share resale

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement to an effective Form S-3ASR registration statement covering the resale from time to time by certain stockholders of 2,535,496 shares of its common stock. These shares were previously issued to those stockholders in connection with Ondas’ acquisition of Mistral, Inc., a Delaware corporation, as disclosed earlier. The company also filed a legal opinion from its Nevada counsel, Snell & Wilmer L.L.P., confirming the legality of the shares.

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

Resale shares covered: 2,535,496 shares Registration statement file number: File No. 333-290121 Par value per share: $0.0001 per share +1 more

4 metrics

Resale shares covered 2,535,496 shares Common stock under Form S-3ASR prospectus supplement

Registration statement file number File No. 333-290121 Form S-3ASR underlying the prospectus supplement

Par value per share $0.0001 per share Ondas common stock par value

Exhibit 5.1 Legal opinion Snell & Wilmer L.L.P. opinion on legality of shares

Key Terms

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

5 terms

prospectus supplement regulatory

"filed with the U.S. Securities and Exchange Commission a prospectus supplement to its effective registration statement"

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

"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 from time to time financial

"covering the resale from time to time by certain stockholders of 2,535,496 shares"

Regulation D regulatory

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

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.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities"

Understanding 8-K Material Events →

05/05/2026 - 09:12 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 5, 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 5, 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 2,535,496 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 5, 2026	ONDAS INC.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Ondas (ONDS) announce regarding its common stock on May 5, 2026?

Ondas filed a prospectus supplement to an effective Form S-3ASR registration statement, covering the resale by certain stockholders of 2,535,496 shares of its common stock. These shares were issued earlier in connection with Ondas’ acquisition of Mistral, Inc.

How many Ondas (ONDS) shares are covered by the new resale prospectus?

The prospectus supplement covers the resale of 2,535,496 shares of Ondas’ common stock. These shares are held by certain stockholders who received them as consideration in the company’s previously disclosed acquisition of Mistral, Inc., a Delaware corporation.

What is the purpose of the Ondas (ONDS) Form S-3ASR prospectus supplement?

The prospectus supplement to Ondas’ effective Form S-3ASR registration statement is intended to cover the resale, from time to time, of 2,535,496 common shares by certain stockholders. It provides a registered pathway for those stockholders to resell their acquisition-related shares.

How are the Ondas (ONDS) resale shares connected to the Mistral, Inc. acquisition?

The 2,535,496 Ondas common shares covered for resale were previously issued to certain stockholders as consideration in the acquisition of Mistral, Inc. The filing formalizes the ability of those holders to resell the shares under a registered prospectus supplement.

Filing Exhibits & Attachments

4 documents