Ondas (NASDAQ: ONDS) details registration for 528,652-share resale

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement covering the resale from time to time by certain stockholders of 528,652 shares of its common stock, par value $0.0001 per share.

The selling stockholders received these shares as consideration for Ondas’s acquisition of 100% of the issued and outstanding share capital of another company. The related share issuances were made in unregistered transactions relying on Regulation S and Regulation D exemptions. Ondas also filed a legal opinion from Snell & Wilmer L.L.P. as an exhibit confirming the validity 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.

Understanding 8-K Material Events →

02/12/2026 - 10:43 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) February 12, 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 February 12, 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 528,652 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. Such stockholders acquired the Shares in connection with the Company’s acquisition of 100% of the issued and outstanding share capital of a company. A copy of the legal opinion of Snell & Wilmer L.L.P. 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.
23.1		Consent of Snell & Wilmer L.L.P. (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: February 12, 2026	ONDAS INC.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Ondas Inc. (ONDS) disclose in this 8-K filing?

Ondas Inc. disclosed that it filed a prospectus supplement allowing certain stockholders to resell 528,652 shares of its common stock. These shares were previously issued as part of an acquisition and are now covered for resale under an existing shelf registration statement.

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

The prospectus supplement covers the resale of 528,652 shares of Ondas Inc. common stock. These shares were originally issued to former owners of a company Ondas acquired and are now registered so those holders can sell them over time in the market.

Who is selling the 528,652 Ondas Inc. shares mentioned in the filing?

The 528,652 shares may be resold by certain Ondas Inc. stockholders who received them in connection with Ondas’s acquisition of another company. Ondas is not the seller in this resale; the filing simply registers the holders’ ability to sell their existing shares.

How were the Ondas Inc. shares originally issued to the selling stockholders?

The shares were originally issued in an unregistered transaction as part of Ondas Inc.’s purchase of 100% of another company’s share capital. The issuance relied on exemptions from registration under Regulation S and Regulation D of the Securities Act of 1933.

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

Ondas Inc. included a legal opinion from Snell & Wilmer L.L.P. as Exhibit 5.1. The opinion addresses the legality and valid issuance of the 528,652 shares covered by the resale prospectus, with a related consent from the same firm filed as Exhibit 23.1.

Does this Ondas Inc. filing involve a new acquisition?

The filing refers to a completed acquisition in which Ondas Inc. acquired 100% of another company’s share capital. The 8-K does not announce a new deal; it registers for resale the shares previously issued to the sellers in that earlier acquisition transaction.

Filing Exhibits & Attachments

4 documents